Duran Ventures Announces Completion of Private Placement Financing and Early Warning Report
Toronto, November 22, 2017 - Duran Ventures Inc. (TSXV: DRV) (BVL: DRV) ("Duran" or the "Company") is pleased to announce that it has completed the sixth and final tranche of its previously announced non-brokered private placement financing (the "Offering") raising aggregate gross proceeds of $566,500. The sixth tranche of the Offering consisted of the sale of 2,090,000 units (the "Units") at $0.05 per Unit (the "Unit Price") for gross proceeds of $104,500. Each Unit consists of one common share of the Company ("Common Share") and one half of one common share purchase warrant (each whole common share purchase warrant a "Warrant"). Each Warrant entitles the holder thereof to purchase one additional Common Share at an exercise price of $0.075 for a period of two years from the closing of the sixth tranche. In the event that the closing sale price of the Common Shares on the TSX Venture Exchange ("TSXV") is greater than C$0.15 per share for a period of 20 consecutive trading days at any time after the date that is four months and one day after the closing of the Offering, the Corporation may accelerate the expiry date of the Warrants by giving notice to the holders thereof (which notice may take the form of a press release) and in such case the Warrants will expire on the 30th day after the date on which such notice is given by the Corporation. All securities issued in the sixth tranche are subject to a restricted period of four months and one day, expiring on March 23, 2018. The Offering consisted of a total of 11,330,000 Units for aggregate gross proceeds to the Company of $566,500. No finder's fees were paid in connection with the Offering. The Offering is subject to final approval of the TSXV.
As previously announced, the net proceeds from the Offering will be used for the Aguila Norte plant commissioning and operations, and general and administrative purposes.
Insiders of the Company acquired a total of 1,000,000 Units in the sixth tranche (the "Insider Participation"), which is considered a related party transaction within the meaning of Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101 in respect of such Insider Participation. No new insiders were created, nor has there been any change of control as a result of the sixth tranche.
Prior to the closing of the sixth tranche of the Offering, Mr. William R. Brown was the beneficial holder of 5,508,000 common shares of Duran (representing 9.78% of the then issued and outstanding common shares) and 2,060,000 common share purchase warrants of the Company (representing 12.96% of the then issued and outstanding common shares on a fully-diluted basis). As a result of the Offering Mr. Brown, of Praca Carlos Chagas 49/504, Belo Horizonte MG, Brazil, acquired beneficial ownership and control of 1,000,000 Units at the Unit Price per Unit. He thereby acquired 1,000,000 common shares (or an additional 1.36%) in the Offering and now has ownership, direction and control over an aggregate of 6,508,000 common shares, representing 11.14% of the issued and outstanding common shares of the Company (or 9,068,000 common shares and 14.87% (or an additional 1.91%) of the Company's then outstanding common shares, assuming exercise of Mr. Brown's common share purchase warrants on a partially diluted basis). The common shares were issued from treasury of the Company pursuant to the Offering and were not acquired on the secondary market.
The Units were acquired by Mr. Brown for investment purposes. In the future, Mr. Brown may acquire additional securities of the Company or dispose of such securities through the market or otherwise subject to a number of factors, including general market and economic conditions, other investment and business opportunities available and other circumstances.
This news release is being issued in accordance with National Instrument 62-103 — The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the filing of an early warning report dated November 22, 2017. The early warning report will be filed on the System for Electronic Document Analysis and Review ("SEDAR") under the Company's profile at www.sedar.com and may be obtained by contacting Dan Hamilton at (416) 867-1591.
About Duran
Duran Ventures Inc. is a Canadian exploration company focused on mineral processing and the exploration and development of precious and base metal properties in Peru.
For further information on Duran please visit www.duranventuresinc.com.
Duran Ventures Inc. is a Canadian resource company listed on the
TSX Venture Exchange and the Bolsa de Valores de Lima: Symbol "DRV"
For additional information, contact: Jeffrey Reeder Tel: (647) 302-3290
or Oscar Pezo at (011) 511 422-1467
Website: www.duranventuresinc.com Email: info@duranventuresinc.com
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.
Disclosure Regarding Forward-Looking Statements: This press release contains certain "Forward-Looking Statements" within the meaning of applicable securities legislation. We use words such as "might", "will", "should", "anticipate", "plan", "expect", "believe", "estimate", "forecast" and similar terminology to identify forward looking statements and forward-looking information. Such statements and information are based on assumptions, estimates, opinions and analysis made by management in light of its experience, current conditions and its expectations of future developments as well as other factors which it believes to be reasonable and relevant. Forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause our actual results to differ materially from those expressed or implied in the forward-looking statements and information and accordingly, readers should not place undue reliance on such statements and information. Risks and uncertainties are more fully described in our annual and quarterly Management's Discussion and Analysis and in other filings made by us with Canadian securities regulatory authorities and available at www.sedar.com. While the Company believes that the expectations expressed by such forward-looking statements and forward-looking information and the assumptions, estimates, opinions and analysis underlying such expectations are reasonable, there can be no assurance that they will prove to be correct. In evaluating forward-looking statements and information, readers should carefully consider the various factors which could cause actual results or events to differ materially from those expressed or implied in the forward looking statements and forward-looking information.