Carube Announces Private Placement Offering
Ottawa, Ontario--(Newsfile Corp. - June 15, 2016) - Carube Copper Corp. (TSXV: CUC) (the "Company") announced today that, subject to TSX Venture Exchange ("TSXV") approval, it intends to raise an aggregate of $500,000 by way of a non-brokered private placement (the "Offering") of up to 5,000,000 units of the Company (the "Units") at a price of $0.10 per Unit. 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 Offering.
The proceeds of the Offering will be used for gold and copper exploration and for general working capital purposes. The actual allocation of net proceeds may vary depending on future operations or unforeseen events or opportunities. The closing of the Offering is expected to occur on or before June 30, 2016 or such other date as the Company may determine (the "Closing Date").
Finders who source funds may earn a cash commission of up to 7% of the gross proceeds raised by such finder 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.
Existing Shareholder Exemption
Depending on demand and regulatory requirements, a portion of the Offering 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 Offering pursuant to the Existing Shareholder Exemption, it will also be conducted pursuant to the "Accredited Investor" and other available prospectus exemptions.
The Company has set June 14, 2016 as the record date (the "Record Date") for the purpose of determining existing shareholders entitled to purchase the Units pursuant to the Existing Shareholder Exemption. Subscribers using 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 Offering. 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. 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 Offering of $500,000, the Company may seek to increase the size of the Offering and obtain Exchange approval for such an increase. In the alternative, should the Company not seek to increase the size of the Offering the Units will be allocated pro rata amongst all subscribers.
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 June 21, 2016. If you are an existing shareholder of the Company who held Common Shares as of June 14, 2016 and are interested in participating in the Offering, you should contact Darrell Munro by email at dmunro@carubecopper.com. 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 Offering is over-subscribed. Any person who becomes a shareholder of the Company after the Record Date shall not be entitled to participate in the Offering under the Existing Security Holder Exemption. It is anticipated that officers and directors of the Company may participate in the Offering.
In other corporate developments; pursuant to the Company's Restricted Share Unit Compensation Plan, the Company has granted 315,948 Restricted Share Units (RSUs) to certain officers and consultants at $0.10 per RSU. These RSUs will vest on June 14, 2017 and can then be exchanged for common shares of the Company on a one for one basis.
Contacts
Jeff Ackert, President and CEO • 1-613-839-3258 • jackert@carubecopper.com
Vern Rampton, VP of Corporate Development • 1-613-839-3258 • vrampton@carubecopper.com
Alar Soever, Chairman • 1-705-682-9297 • asoever@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 exploration and development of copper and gold projects in Jamaica and Canada. In Jamaica, two projects, totalling 188 square kilometres in area, are the subject of separate joint venture agreements with OZ Minerals Ltd., an Australian copper-gold producer with a market capitalization of approximately $1.5B. Carube Copper holds a 100% interest in two other nearby projects, totalling 80 square kilometres. In Canada, Carube Copper holds a 100% interest in three porphyry copper-gold-molybdenum properties, totalling 593 square kilometres within the Tertiary-aged Cascade Magmatic Arc in southwestern British Columbia. Exploration continues on these properties with the goal of joint-venturing them to larger exploration and mining companies. Carube Copper continues to seek opportunities in Canada and the Caribbean for acquisition and development.
DISCLAIMER & 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. Factors which cause results to differ materially are set out in the Company's documents filed on SEDAR. Undue reliance should not be placed on "forward looking statements".
IMPORTANT NOTICE: By reference herewith, Carube Copper incorporates into this release the entire disclaimer set forth on its website at http://carubecopper.com/disclaimer.htm