VANCOUVER, April 29, 2015 /CNW/ - Zimtu Capital Corp. (TSXv: ZC; FSE: ZCT1) (the "Company" or "Zimtu") is pleased to announce that it has engaged Secutor Capital Management Corporation and Marquest Capital Markets (the "Agents") to act as lead agents in connection with a private placement of flow-through common shares (the "FT Shares") at a price of $0.325 per FT Share and units (the "Units") at a price of $0.30 per Unit for aggregate gross proceeds of up to $1,000,000 (the "Offering").
Each Unit will consist of one non-flow-through common share (each, a "Share") and one warrant (a "Warrant"). One Warrant will be exercisable into additional non-flow-through common shares of the Company ("Warrant Shares") for a period of 24 months from closing at a price of $0.40 per Warrant Share for the first 18 months from issuance, and $0.30 per Warrant Share from 19 months to expiry of the Warrants.
On closing, the Company will grant to the Agent an over-allotment option (the "Over-Allotment Option") to increase the size of the offering by 20% of the Units that are purchased under the private placement. The Over-Allotment Option is exercisable in whole or in part for a period of 30 days from closing on the same terms as above, solely to cover over-allotment. The Over-Allotment Option does not apply to the FT Shares.
The Company will pay to the Agent a cash commission of 8% of the gross sales of Units and FT Shares under the Offering, and issue to the Agent 8% of the number of Units and FT Shares sold in Agent's Options, with each Agent's Option being exercisable into Warrant Shares at the same terms of the Warrants, entitling the Agents to subscribe for that number of Units of the Issuer as is equal to 8% of the total number of Flow Through Shares and Units issued pursuant to the Offering and exercisable at the respective issue prices.
All the securities issuable will be subject to a four-month hold period from the date of closing. The private placement is subject to the acceptance of the TSX Venture Exchange.
The proceeds of the Offering will be used for exploration and development of resource properties in the case of the FT Shares and general working capital in the case of the Units.
None of the securities sold in connection with the Offering will be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Zimtu Capital Corp.
Zimtu Capital Corp. is a public investment issuer that invests in, creates and grows natural resource companies thereby providing a way for shareholders to indirectly participate and profit in the public company building process. The Company also provides mineral property project generation and advisory services helping to connect companies to properties of interest.
On Behalf of the Board of Directors
ZIMTU CAPITAL CORP.
President & Director
Neither the 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.
Statements in this document which are not purely historical are forward-looking statements, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Forward looking statements in this news release include expectations of raising funds and regarding use of proceeds of the Offering.
It is important to note that actual outcomes and the Company's actual results could differ materially from those in such forward-looking statements. Risks and uncertainties include, but are not limited to, economic, competitive, governmental, environmental and technological factors that may affect the Company's operations, markets, products and prices; the Exchange may not approve the Offering; there may not be interested subscribers; the proceeds of the Offering may not be used as stated in this press release; and that the parties may be unable to satisfy all of the conditions to closing the Offering. Readers should refer to the risk disclosures outlined in the Company's Management Discussion and Analysis of its audited financial statements and other continuous disclosure documents filed under the Company's profile on SEDAR (http://www.sedar.com).
SOURCE Zimtu Capital Corp.
For further information: David Hodge, President & Director, Phone: 604.681.1568