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VANCOUVER, BC, Sept. 12,
2024 /CNW/ - Further to its news release dated
September 6, 2024, Luca Mining Corp.
("Luca" or the "Company") (TSXV: LUCA) (OTCQX: LUCMF) (Frankfurt:
Z68) is pleased to announce that Stifel as lead agent on behalf of
a syndicate of agents including Haywood Securities Inc., Ventum
Financial Corp., BMO Capital Markets and Canaccord Genuity Inc.,
has advised the Company that the brokered "best-efforts" private
placement pursuant to the "listed issuer financing exemption" under
Part 5A of NI 45-106 – Prospectus Exemptions (the "Listed
Issuer Financing Exemption") of up to 19,000,000 units (the
"LIFE Units") of the Company (the "LIFE Offering")
has been fully subscribed.
Due to the significant demand for the LIFE Offering and to
accommodate certain insiders of the Company that wish to
participate in financing Luca, the Company will conduct a
concurrent non-brokered private placement of up to 3,222,222 units
of the Company ("Non-LIFE Units") at a price of C$0.45 per Non-LIFE Unit for aggregate gross
proceeds of up to C$1.45 million (the
"Concurrent Private Placement and, together with the
LIFE Offering, the "Financings"). Each Non-LIFE Unit will
consist of one common share (a "Common Share") and one-half
(½) of one Common Share purchase warrant (each whole warrant, a
"Warrant") of the Company. Each Warrant will be exercisable
to acquire one Common Share for a period of 18 months following the
closing date of the Concurrent Private Placement at an exercise
price of C$0.60 per Common Share,
subject to adjustment in certain events. The Common Shares and
Warrants comprising Non-LIFE Units issued pursuant to the
Concurrent Private Placement will be subject to a statutory
four-month hold period.
Because the LIFE Offering is being conducted pursuant to the
Listed Issuer Financing Exemption, the LIFE Units issued pursuant
to the LIFE Offering will not be subject to a hold period pursuant
to applicable Canadian securities laws. There is an amended and
restated offering document related to the LIFE Offering that can be
accessed under the Company's issuer profile on SEDAR+
at www.sedarplus.ca and on the Company's website
at www.lucamining.com. Prospective investors should read the
amended and restated offering document before making an investment
decision.
The net proceeds from the Financings are expected be used for
ongoing work on the Campo Morado Improvement Program, exploration
drilling at both Campo Morado and
Tahuehueto, commissioning of the Tahuehueto mill and for general
corporate purposes.
Certain directors and officers of the Company may acquire
securities under the Concurrent Private Placement. Any such
participation would be considered to be a "related party
transaction" as defined under Multilateral Instrument 61-101
– Protection of Minority Security Holders in Special
Transactions ("MI 61-101"). The transaction will be
exempt from the formal valuation and minority shareholder approval
requirements of MI 61-101 as neither the fair market value of any
shares issued to, or the consideration paid by, such persons will
exceed 25% of the Company's market capitalization. As of today's
date, insider participation in the Concurrent Private placement is
C$700,000.
The Financings are scheduled to close on or about September 26, 2024 and are subject to certain
conditions including, but not limited to, the receipt of all
necessary regulatory and other approvals, including the approval of
the TSX Venture Exchange.
The securities referred to in this news release have not been
and will not be registered under the United States Securities Act
of 1933, as amended (the "U.S. Securities Act"), or any
state securities laws and may not be offered or sold within
the United States or to, or for
the account or benefit of, "U.S. Persons" (as such term is defined
in Regulation S under the U.S. Securities Act) absent such
registration or an applicable exemption from the registration
requirements of the U.S. Securities Act. This news release does not
constitute an offer for sale of securities for sale, nor a
solicitation for offers to buy any securities. Any public offering
of securities in the United States
must be made by means of a prospectus containing detailed
information about the company and management, as well as financial
statements.
About Luca Mining Corp.
Luca Mining (TSX-V: LUCA, OTCQX: LUCMF, Frankfurt: Z68) is a
diversified Canadian mining company with two 100%-owned producing
mines in Mexico. The Company
produces gold, copper, zinc, silver and lead from these mines that
each have considerable development and resource upside.
The Campo Morado mine, is an
underground operation located in Guerrero
State, a prolific mining region in Mexico. It produces copper-zinc-lead
concentrates with precious metals credits. It is currently
undergoing an optimization program which is already generating
significant improvements in recoveries and grades, efficiencies,
and cashflows.
The Tahuehueto Gold, Silver Mine is a new underground operation
in Durango State, Mexico, within
the Sierra Madre Mineral Belt which hosts numerous producing and
historic mines along its trend. The Company is commissioning its
mill capacity to +1,000 tonnes per day, and key test work and
production ramp-up is underway, to increase production by 2H
2024.
On Behalf of the Board of Directors
(signed) "Dan Barnholden"
Dan Barnholden, Chief
Executive Officer
For more information, please visit: www.lucamining.com
Qualified Persons
The technical information contained in this News Release has
been reviewed and approved by Mr. Chris
Richings, Vice-President Technical at Luca Mining as the
Qualified Person for the Company as defined in National Instrument
43-101.
Cautionary Note Regarding Forward-Looking Statements
It should be noted that Luca declared commercial production at
Campo Morado prior to completing a
feasibility study of mineral reserves demonstrating economic and
technical viability. Accordingly, readers should be cautioned that
Luca's production decision has been made without a comprehensive
feasibility study of established reserves such that there is
greater risk and uncertainty as to future economic results from the
Campo Morado mine and a higher
technical risk of failure than would be the case if a feasibility
study were completed and relied upon to make a production decision.
Luca has completed a preliminary economic assessment ("PEA") mining
study on the Campo Morado mine
that provides a conceptual life of mine plan and a preliminary
economic analysis based on the previously identified mineral
resources (see news releases dated November
8, 2017, and April 4,
2018).
Statements contained in this news release that are not
historical facts are "forward-looking information" or
"forward-looking statements" (collectively, "Forward-Looking
Information") within the meaning of applicable Canadian securities
laws. Forward Looking Information includes, but is not limited to,
disclosure regarding the Financings, the anticipated timing of
closing thereof and the expected use of proceeds therefrom; and
other possible events, conditions or financial performance that are
based on assumptions about future economic conditions and courses
of action; the timing and costs of future activities on the
Company's properties, such as production rates and increases;
success of exploration, development and bulk sample processing
activities, and timing for processing at its own mineral processing
facility on the Tahuehueto project site. In certain cases,
Forward-Looking Information can be identified using words and
phrases such as "plans," "expects," "scheduled," "estimates,"
"forecasts," "intends," "anticipates" or variations of such words
and phrases. In preparing the Forward-Looking Information in this
news release, the Company has applied several material assumptions,
including, but not limited to, that all requisite approvals in
respect of the Financings will be received, and all conditions
precedent to completion of the Financings will be satisfied, in a
timely manner; the Company will be able to raise additional capital
as necessary; the current exploration, development, environmental
and other objectives concerning the Campo Morado Mine and the
Tahuehueto Project can be achieved; the program to improve mining
operations at Campo Morado will
proceed as planned; the continuity of the price of gold and other
metals, economic and political conditions, and operations.
Forward-Looking Information involves known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance, or achievements of the Company to be materially
different from any future results, performance or achievements
expressed or implied by the Forward-Looking Information. There can
be no assurance that Forward-Looking Information will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on Forward-Looking
Information. Except as required by law, the Company does not assume
any obligation to release publicly any revisions to Forward-Looking
Information contained in this news release to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
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 Luca Mining Corp.