/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, Nov. 18, 2020 /CNW/ - Marimaca Copper Corp.
("Marimaca Copper" or the "Company") (TSX: MARI) is pleased to
announce that, in connection with its previously announced
overnight marketed offering, it has entered into an underwriting
agreement with a syndicate of underwriters led by Canaccord Genuity
Corp., and including BMO Capital Markets, Paradigm Capital Inc. and
Tamesis Partners LLP (collectively, the "Underwriters"), to sell
8,000,000 units of the Company (the "Units") at a price of
C$3.15 per Unit for aggregate gross
proceeds of C$25,200,000 (the
"Offering").
Each Unit will consist of one common share in the capital of the
Company (each a "Common Share") and one-half of one common share
purchase warrant (each whole warrant, a "Warrant"). Each Warrant
shall entitle the holder to acquire an additional Common Share at a
price of C$4.10 at any time for a
period of 24 months following the closing of the Offering.
The Company has granted the Underwriters an option (the
"Over-Allotment Option") to purchase up to an additional 15% of the
Units of the Offering on the same terms exercisable at any time up
to 30 days following the closing of the Offering, for market
stabilization purposes and to cover over-allotments, if any.
Closing of the Offering is expected to occur on or about
December 2, 2020 and is subject to
certain conditions, including regulatory approval, including that
of the Toronto Stock Exchange.
The net proceeds of the Offering shall be used to repay
outstanding indebtedness of approximately $8.3 million under the Company's working capital
facility with Greenstone Resources II LP ("Greenstone") and Tembo
Capital Mining Fund II LP ("Tembo") and to advance the Company's
Marimaca Project.
Affiliates of both Greenstone and Tembo will be participating in
the Offering pursuant to the exercise of certain existing
pre-emptive rights in their favour.
The Units to be issued under the Offering will be offered by way
of a short form prospectus in each of the provinces of Canada, other than Quebec, and may be offered in the United States on a private placement basis
pursuant to an exemption from the registration requirements of the
United States Securities Act of 1933, as amended, and
applicable state securities laws, and certain other jurisdictions
outside of Canada and the United States.
This news 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 prior to registration or qualification under
the securities laws of any such jurisdiction. This news release
does not constitute an offer of securities for sale in the United States. The securities being
offered have not been, nor will they be, registered under the
United States Securities Act of 1933, as amended, and such
securities may not be offered or sold within the United States absent registration under
U.S. federal and state securities laws or an applicable exemption
from such U.S. registration requirements.
Forward Looking Statements
This news release includes certain "forward-looking statements"
under applicable Canadian securities legislation. These statements
relate to future events or the Company's future performance,
business prospects or opportunities. Forward-looking statements
include, but are not limited to, the size of the Offering, the
anticipated offering price, the entering into of the underwriting
agreement, the completion of the Offering, the anticipated use of
the net proceeds from the Offering and the receipt of all necessary
approvals, including the approval of the Toronto Stock Exchange.
Actual future results may differ materially. There can be no
assurance that such statements will prove to be accurate, and
actual results and future events could differ materially from those
anticipated in such statements. Forward-looking statements reflect
the beliefs, opinions and projections on the date the statements
are made and are based upon a number of assumptions and estimates
that, while considered reasonable by Marimaca Copper, are
inherently subject to significant business, economic, competitive,
political and social uncertainties and contingencies. Many factors,
both known and unknown, could cause actual results, performance or
achievements to be materially different from the results,
performance or achievements that are or may be expressed or implied
by such forward-looking statements and the parties have made
assumptions and estimates based on or related to many of these
factors. Such factors include, without limitation: risks related to
share price and market conditions, the inherent risks involved in
the mining, exploration and development of mineral properties, the
uncertainties involved in interpreting drilling results and other
geological data, fluctuating metal prices, the possibility of
project delays or cost overruns or unanticipated excessive
operating costs and expenses, uncertainties related to the
necessity of financing, the availability of and costs of financing
needed in the future as well as those factors disclosed in the
annual information form of the Company dated April 8, 2020, the preliminary short form
prospectus and the other filings made by the Company with the
Canadian securities regulatory authorities (which may be viewed at
www.sedar.com). Accordingly, readers should not place undue
reliance on forward-looking statements. Marimaca Copper undertakes
no obligation to update publicly or otherwise revise any
forward-looking statements contained herein whether as a result of
new information or future events or otherwise, except as may be
required by law.
SOURCE Marimaca Copper Corp.