pcNewsWire – Rosita Mining Corp. (TSX-V: RST) intends to close a non-brokered private placement of up to 40 million common shares at $0.03 per share for gross proceeds of up to $1,200,000.
Rosita intends to use the proceeds of the offering for maintaining and advancing its Nicaraguan gold exploration project, retiring existing indebtedness, and for continuing general corporate and working capital purposes.
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Rosita Mining Corp Arranges $1,200,000 Private Placement
ANNOUNCES PRIVATE PLACEMENT TO EXISTING SHAREHOLDERS and OTHER INVESTORS
Toronto, Ontario – July 6, 2017: Rosita Mining Corp. (“RMC” or the “Company”) (TSXV-RST) has arranged a non-brokered private-placement offering for total gross proceeds of up to $1,200,000. Pursuant to the offering, RMC will issue a total of up to 40 million common shares at a price of three cents per common share.
RMC plans to seek a discretionary waiver from the five-cent minimum pricing requirement by the TSX Venture Exchange pursuant to the TSX-V bulletin dated April 7, 2014. There is no assurance that the TSX-V will approve this financing. A finder’s fee may be paid by the Company, in connection with the offering, in accordance with the policies of the TSX-V.
The offering is open, subject to certain limitations discussed as follows, to existing shareholders of the Company who, at the close of business on July 5, 2017, held common shares of the Company (and who continue to hold common shares of the Company at the time of closing of the offering), pursuant to the prospectus exemption set out in Multilateral CSA Notice 45-313, and the various corresponding blanket orders and rules of participating jurisdictions (the existing shareholder exemption is not available in Ontario or Newfoundland and Labrador). The total acquisition cost to a subscriber under the existing shareholder exemption cannot exceed $15,000 unless that subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment. There is a minimum subscription amount of $9,000. Any existing shareholder interested in participating in the offering should contact the Company.
If subscriptions received for the offering based on all available exemptions exceed the maximum offering amount of $1,200,000, subscriptions will be accepted at the discretion of the Company, such that it is possible that a subscription received from a shareholder may not be accepted by the Company if the offering is oversubscribed. In accordance with the existing shareholder exemption, the Company confirms there is no material fact or material change related to the Company which has not been generally disclosed.
Existing shareholders of the Company are directed to contact the Company for further information concerning subscription for shares pursuant to the existing shareholder exemption, as follows.
Contact person: John Cook, President
In addition to using the existing shareholder exemption, the offering will also be conducted pursuant to other available prospectus exemptions, including sales to accredited investors, as well as family members, close friends and business associates of directors and officers of the Company.
Rosita intends to use the proceeds of the offering for maintaining and advancing its Nicaraguan gold exploration project, retiring existing indebtedness, and for continuing general corporate and working capital purposes. A breakdown of the intended use of proceeds for the ensuing 12-month period is shown in the attached table.
Professional fees (audit, legal and accounting) $ 50,000
Shareholder expenses (transfer agent fees) $ 18,000
AGM expenses $ 15,000
Insurance $ 10,000
Share issuance expenses (TSX-V fees) $ 10,000
TSX-V fees 2017 $ 7,000
Maximum finders’ fee $ 84,000
Canadian Management & Consultant Fees $210,000
Nicaraguan Office Expense (12 months x US$12,000) $192,000
Third party geological consultants $500,000
Repayment of outstanding liabilities $ 54,000
General working capital $ 60,000
Gross proceeds $1,200,000
Although the company intends to use the proceeds of the offering as described in the attached table, the actual allocation of net proceeds may vary from the uses set forth above, depending on future operations or unforeseen events or opportunities. If the offering is not fully subscribed, the company will apply the proceeds of the offering to the above uses in priority and in such proportions as the board of directors and management of the company determine in the best interests of the company. It is anticipated that up to 5 % of the financing will be subscribed for by insiders. The Corporation is relying on the exemption from minority shareholder approval requirements set out in MI 61-101 as the fair market value of the participation in the financing by the related parties does not exceed 25 per cent of the market capitalization of the Company, as determined in accordance with MI 61-101.
The common shares issued to subscribers resident in Canada in the offering will be subject to a statutory four-month hold period. The offering is subject to certain closing conditions, including, but not limited to, the receipt of applicable regulatory approvals including approval of the TSX-V and the completion of required regulatory filings with the TSX-V.
In addition, the Company’s Board of Directors has accepted the resignation of Mr. Stephen Gledhill as Chief Financial Offer and thanks him for his services to date. Mr. Randy Clifford has been appointed as Chief Financial Officer of the Company with immediate effect.
For further information, contact John Cook, President of Rosita Mining Corporation at: (416) 200-8073
Cautionary and Forward-Looking Statements
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.