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AMSTERDAM, The Netherlands, Feb. 10, 2017 /CNW/ - Meridian Mining S.E. (TSX V: MNO) ("Meridian" or the "Company"), today announced that it has entered into an agreement with Paradigm Capital Inc. (the "Agent") under which the Agent has agreed to act as agent in connection with a best efforts private placement offering (the "Private Placement") of units (the "Units") of the Company at a price of C$0.70 per Unit (the "Issue Price") for aggregate proceeds of up to C$9 million. Each Unit will be comprised of one common share of the Company (a "Share") and one half of one common share purchase warrant (each whole warrant a "Warrant"). Each Warrant will be exercisable for one Share for 24 months at a price to be determined in the context of the market.
The Agent has also been granted an option to increase the size of the Private Placement by up to 15% of the base offering size, which option shall be exercisable until two business days prior the closing date.
The net proceeds from the Private Placement will be used to fund exploration and development activities at the Company's BMC project and recently acquired Bom Futuro project in northwestern Brazil, including financing the construction of a 69kV power transmission line at Bom Futuro which is required under the Investment Agreement relating to Bom Futuro following the completion of the Company's technical audit and due diligence. Certain proceeds may also be used for general corporate purposes.
The Agent will receive a cash commission on the sale of the Units equal to 7% of the aggregate gross proceeds of the Units sold by the Agent as well as that number of compensation options (the "Compensation Options") equal to 7% of the number of Units placed by the Agent. Each Compensation Option will be exercisable for one common share of the Company for 24 months at the Issue Price.
The Units will be offered for sale in all the provinces of Canada to qualified purchasers, and in such other jurisdictions as may be determined between the Company and the Agent. This Private Placement is subject to certain conditions including regulatory approvals and specifically, the approval of the TSX Venture Exchange.
On behalf of the Board of Directors of
Meridian Mining S.E.
"Anthony Julien"
Anthony Julien
President, CEO and Director
ABOUT MERIDIAN
Meridian Mining S.E. is focused on acquisition, exploration, development and mining activities in Brazil. The Company is currently focused on exploring and developing the BMC manganese project, the Bom Futuro tin JV area, and adjacent areas in the state of Rondônia. The Company employs a two-pronged strategy with the objective of growing pilot production while advancing a parallel multi-commodity regional exploration program. Meridian is currently producing high grade manganese at its project located at Espigão de Oeste.
Further information can be found at www.meridianmining.co.
FORWARD-LOOKING STATEMENTS
Some statements in this news release contain forward-looking information or forward-looking statements for the purposes of applicable securities laws. These statements include, among others, statements with respect to the Company's plans for exploration and development of its properties and potential mineralization. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the statements. Such risk factors include, among others, failure to obtain regulatory approvals, failure to complete anticipated transactions, the timing and success of future exploration and development activities, exploration and development risks, title matters, inability to obtain any required third party consents, operating hazards, metal prices, political and economic factors, competitive factors, general economic conditions, relationships with strategic partners, governmental regulation and supervision, seasonality, technological change, industry practices and one-time events. In making the forward-looking statements, the Company has applied several material assumptions including, but not limited to, the assumptions that: (1) the proposed exploration and development of mineral projects will proceed as planned; (2) market fundamentals will result in sustained metals and minerals prices and (3) any additional financing needed will be available on reasonable terms. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise except as otherwise required by applicable securities legislation.
The Company cautions that it has not completed any feasibility studies on any of its mineral properties, and no mineral reserve estimate has been established. In particular, because the Company's production decision relating to BMC's manganese project is not based upon a feasibility study of mineral reserves, the economic and technical viability of the BMC manganese project has not been established.
The TSX Venture Exchange has in no way passed upon the merits of the proposed Private Placement and has neither approved nor disapproved the contents of this news release. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Meridian Mining S.E.
For further information: Nick Hurst, 416-586-1942, [email protected]
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