Element 29 Closes Oversubscribed Private Placement of $6.8 Million
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
All dollars are in Canadian dollars unless otherwise noted
Vancouver, British Columbia. December 14, 2021 – Element 29 Resources Inc. (TSXV: ECU) (OTCQB: EMTRF) (“Element 29” or the “Company”) is pleased to announce that the Company has closed its oversubscribed, non-brokered private placement financing of 11,498,000 million Units (the "Units") at a price of $0.60 per Unit for aggregate gross proceeds of $6,898,800 million (the "Offering").
Each Unit comprises one common share of Element 29 and one-half common share purchase warrant (each whole warrant, a "Warrant"). Each whole Warrant is exercisable for a common share at an exercise price of $0.85 and will expire December 14, 2024.
A portion of the Offering is considered a related party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) as 866,834 units were issued to insiders of the Company. The Company relied on exemptions from the formal valuation and minority shareholders approval requirements provided under sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that insiders participation in the Offering did not exceed 25% of the fair market value of the Company’s market capitalization.
In connection with the Offering and in accordance with the policies of the TSX Venture Exchange (the “TSXV”), the Company paid Haywood Securities Inc. and Canaccord Genuity Corp. cash finder’s fees totalling $116,262.
The net proceeds of the Offering will be used for a planned 3,700 metre drill program at the Flor de Cobre Project, the completion of a planned initial mineral resource estimate for the Elida Project, and general working capital for the Company.
All securities issued under the Offering are subject to a four-month and one day hold period. The Offering is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the final approval of the TSXV.
Investor Relations Update
Element 29 is also pleased to announce that it has engaged San Diego Torrey Hills Capital, Inc. ("Torrey Hills Capital"), a Rancho Santa Fe, California based investor relations firm, to provide market awareness and investor relations services to the Company, subject to acceptance by the TSXV.
Torrey Hills Capital is an investor and financial public relations firm specializing in small and microcap companies. Torrey Hills Capital will increase awareness about Element 29 through its established relationships with investment professionals, investment advisors, and money managers focused on the microcap market space. This will allow the Company to build and maintain an informed investor audience in both the U.S. and Canadian marketplaces.
Torrey Hills Capital has been engaged at a rate of US$5,000 per month for an initial term of six months. After the initial term, the agreement will be automatically extended, subject to a 30-day termination notice by either party. Element 29 has also agreed to a one-time grant of 200,000 incentive stock options (the "Options") exercisable at a price of $0.59 per share for a period of three years. The Options will be subject to the terms of the Company's stock option plan and will vest in accordance with the provisions therein and the policies of the TSXV.
The appointment of Torrey Hills Capital as an investor relations consultant of Element 29 and the granting of the Options remains subject to regulatory acceptance of applicable filings with the TSXV.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
About Element 29 Resources Inc.
Element 29 Resources Inc. is an emerging copper exploration and development company focused on advancing its portfolio of Peruvian projects towards development in one of the world's lowest-risk mining jurisdictions. Element 29's growth strategy is led by our strong board and management, who have a proven track record of discovery and delivering significant value to our shareholders.
The Company’s principal objective is to explore and develop its flagship Flor de Cobre porphyry Cu-Mo project located in southern Perú, 26 kilometers (“km”) southeast from Freeport-McMoRan’s Cerro Verde Cu-Mo mine. At the same time, the Company intends to build on its potential copper inventory with continued exploration of its Flor de Cobre project as well as its remaining 22,000 hectares of mining concessions in Perú, including the recently discovered Elida porphyry Cu-Mo-Ag system located in central Perú and 85 km from the coast. Both projects are well located for future mine development and will benefit from nearby infrastructure including roads, powerlines, ports, water, and a skilled workforce.
More information is available at www.e29copper.com.
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Forward Looking Statements
This press release contains certain forward-looking information and forward-looking statements within the meaning of applicable Canadian securities legislation (collectively, “Forward-looking Statements”). All statements, other than statements of historical fact, constitute Forward-looking Statements. Words such as “will”, “intends”, “proposed” and “expects” or similar expressions are intended to identify Forward-looking Statements. Forward looking Statements in this press release include statements related to the intended use of proceeds from the Offering, the receipt of any regulatory approvals, including the final approval of the TSXV, the Company’s resource properties, and the Company’s plans, focus and objectives.
Forward-looking Statements involve various risks and uncertainties and are based on certain factors and assumptions. 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. Important factors that could cause actual results to differ materially from the Company's expectations include uncertainties related to the Company’s ability to access investors for the Offering, the timeliness and success of regulatory approvals, fluctuations in copper and other commodity prices, uncertainties inherent in the exploration of mineral properties, the impact and progression of the COVID-19 pandemic and other risk factors set forth in the Company’s prospectus under the heading “Risk Factors”. The Company undertakes no obligation to update or revise any Forward-looking Statements, whether as a result of new information, future events or otherwise, except as may be required by law. New factors emerge from time to time, and it is not possible for Element 29 to predict all of them, or assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any Forward-looking Statement. Any Forward-looking Statements contained in this press release are expressly qualified in their entirety by this cautionary statement.