Carube Announces Private Placement Offering to Existing Shareholders and Other Investors
Ottawa, Ontario--(Newsfile Corp. - December 8, 2015) - Carube Copper Corp. (TSXV: CUC) (the "Company") announces today that it intends, subject to TSX Venture Exchange ("TSXV") acceptance, to raise an aggregate of $440,000 by way of a non-brokered private placement (the "Offerings") of up to 3,000,000 units of the Company (the "Units") at a price of $0.08 per Unit (the "Unit Offering") and up to 2,000,000 flow-through common shares in the capital of the Company ("FT Shares") at a price of $0.10 per FT Share (the "FT Share Offering"). Each Unit will be comprised of one common share in the capital of the Company (a "Common Share") and one half of one Common Share purchase warrant (each whole such warrant, a "Warrant"). Each Warrant shall be exercisable into one Common Share at a price of $0.15 per Common Share for a period of two years from the closing date of the Unit Offering. Each FT Share will be issued as a "flow-through share" within the meaning of the Income Tax Act (Canada) (the "Tax Act").
The proceeds of the Unit Offering will be used for exploration in Jamaica and for general working capital purposes. The proceeds from the FT Share Offering will be used for eligible exploration expenditures that qualify as "CEE" under the Tax Act and under applicable provincial regulations on the Company's exploration properties in British Columbia and Quebec. It is anticipated that $270,000 will be spent on exploration in Canada and Jamaica and $170,000 will be for general working capital. Although the Company intends to use the proceeds of the Offerings as described above, the actual allocation of net proceeds may vary from the uses set forth above, depending on future operations or unforeseen events or opportunities. There is no minimum offering size and if the Offerings are not fully subscribed, the Company will apply the proceeds to the above uses in priority and in such proportions as the Company determines is in the best interests of the Company. The closing of the Offerings is expected to occur on or before December 21, 2015 or such other date or dates as the Company may determine (the "Closing Date").
The FT Shares, Common Shares and Common Shares underlying the Warrants will be subject to a hold period of four months and one day following the applicable Closing Date, pursuant to applicable Canadian securities laws.
Finders that source funds in the Unit Offering may earn a cash commission of up to 7% of the gross proceeds raised by such finder through the Unit Offering, and warrants ("Finder Warrants") entitling the finder to purchase that number of Common Shares equal to 7% of the number of Units sold by such finder under the Unit Offering. Finders that source funds in the FT Share Offering may earn a cash commission of up to 7% of the gross proceeds raised by such finder through the FT Share Offering.
Existing Shareholder Exemption
Depending on demand and regulatory requirements, a portion of the Offerings may be made in accordance with the provisions of the existing shareholder exemption (the "Existing Shareholder Exemption") contained in Multilateral CSA Notice 45-313 and the various corresponding blanket orders and rules of participating jurisdictions, as well as the amendments to Rule 45-501- Ontario Prospectus and Registration Exemptions in Ontario. In addition to conducting the Offerings pursuant to the Existing Shareholder Exemption, the Offerings will also be conducted pursuant to other available prospectus exemptions, including sales to accredited investors.
The Company has set December 7, 2015 as the record date (the "Record Date") for the purpose of determining existing shareholders entitled to purchase the Units or FT Shares pursuant to the Existing Shareholder Exemption. Subscribers purchasing Units or FT Shares under the Existing Shareholder Exemption will need to complete a subscription agreement and represent in writing that they meet certain requirements of the Existing Shareholder Exemption, including that they were, on the Record Date, a shareholder of the Company, and will continue to be a shareholder of the Company until the closing of the Offerings. The aggregate acquisition cost to a subscriber under the Existing Shareholder Exemption cannot exceed $15,000 in a twelve-month period unless the subscriber has obtained advice from a registered investment dealer in their jurisdiction regarding the suitability of the investment, and subscribers relying on the Existing Shareholder Exemption will make a representation to the Company of this in writing. In the event that subscriptions received for the Offerings based on available exemptions exceed the maximum Offerings of $440,000, the Company may seek to increase the size of the Offerings and obtain Exchange approval for such an increase. In the alternative, should the Company not seek to increase the size of the Offerings the Units and FT Shares will be allocated pro rata amongst all subscribers qualifying under the Existing Shareholder Exemption.
The Company also reminds investors interested in participating under the Existing Shareholder Exemption that in order to participate under that exemption, expressions of interest must be received by the Company by the close of business on December 21, 2015. If you are an existing shareholder of the Company who held Common Shares as of December 7, 2015 and who is interested in participating in the Offerings, you should contact the Company by email at the contact information below. Orders will be processed by the Company on a first come, first served basis such that it is possible that a subscription received from a shareholder may not be accepted by the Company if the Offerings are over-subscribed. Any person who becomes a shareholder of the Company after the Record Date shall not be entitled to participate in the Offerings under the Existing Security Holders Exemption. It is anticipated that officers and directors of the Company may participate in the Offerings.
In other corporate news, certain former directors of the Company's predecessor, Miocene Resources Limited, have renounced a total of 1,173,750 common shares previously issued pursuant to debt settlement agreements and have forgiven the associated debts payable totalling $234,750. Following cancellation of these shares the Company's total common shares outstanding will be 61,263,433.
Contacts
Jeff Ackert, President and CEO • 1-613-839-3258 • jackert@carubecopper.com
Vern Rampton, Executive Vice-President of Corporate Development
1-613-839-3258 • vrampton@carubecopper.com
Alar Soever, Chairman • 1-705-682-9297 • asoever@carubecopper.com
Darrell Munro, Corporate Administration • 1-613-839-0474 • dmunro@carubecopper.com
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Carube Copper Corp. (TSXV: CUC) is a Canadian exploration company focused on the rapid exploration and development of precious metal and copper projects in Jamaica and Canada. Through a wholly owned Jamaican subsidiary, Carube owns a 40% beneficial interest (subject to a 2% NSR) in the Bellas Gate Project, which consists of two highly prospective copper-gold licenses covering 84 square kilometres of the Central Inlier. The Bellas Gate Project is the subject of a joint venture agreement with OZ Minerals Ltd., an Australian copper-gold producer with a market capitalization of over $1B. OZ Minerals can earn a 70% interest (Carube 30%) in the Bellas Gate Project by spending $6.5M on exploration and can then increase its interest a further 10% by completing a feasibility study. OZ Minerals has flown airborne geophysics over 3 other Carube projects (4 wholly-owned licences, subject to 2% NSRs, and subsequently can invoke separate joint ventures on each project under similar terms to those applicable to the Bellas Gate Project. Carube also holds a 100% interest in three porphyry copper-gold-molybdenum properties in south-western British Columbia within the Tertiary-aged Cascade Magmatic Arc. Exploration continues on two of these projects, with the goal of joint venturing them to larger exploration and mining companies.
DISCLAIMER AND FORWARD-LOOKING STATEMENTS
This news release includes certain "forward-looking statements" which are not comprised of historical facts. Forward-looking statements are based on assumptions and address future events and conditions, and by their very nature involve inherent risks and uncertainties. Although these statements are based on currently available information, Carube Copper Corp. provides no assurance that actual results will meet management's expectations. Actual events, results, performance, prospects and opportunities may differ materially from those expressed herein. Factors that can cause results to differ materially are set out in the Company's documents filed on the SEDAR website. Even though Carube Copper believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on it, as it may only apply to a disclosed time frame or not at all. Carube Copper disclaims any obligation to update or revise information in the future other than required by law.