Puma Exploration Inc. Announces a Major Reorganization
RIMOUSKI, July 25, 2019 - Puma Exploration Inc. (TSXV: PUMA) (the "Company" or "Puma") announces that it is undertaking a major restructuration of the Company including, but not limited to, a private placement of $1M, a proposed consolidation 10:1, and the resignation of its Executive Chairman and Director Arness Cordick.
Private Placement for $1M
Puma is undertaking a non-brokered private placement of units (the "Offering"), which has been conditionally approved by the TSX Venture Exchange (TSX-V), for a minimum of $216,000 and a maximum of $1,000,000. Pursuant to the placement, Puma is offering a maximum of 40,000,000 units at a price of $0.025 per unit. Each unit consists of one common share and one common share purchase warrant (a “Warrant”). Each Warrant entitles the holder to acquire one common share at a price of $0.05 per common share for a period of 48 months after the closing.
The Offering is open to accredited investors and family, friends and business associates and to existing shareholders of Puma in accordance with “Regulation 45-513 Respecting Prospectus Exemption for Distribution to Existing Security Holders” and other various corresponding blanket orders and rules of other Canadian jurisdictions that have adopted a similar exemption (collectively the " Holders’ Exemption").
Existing shareholders of Puma interested in participating in the Offering should contact Puma using the contact information set out below as soon as possible as the Offering shall be allocated on a "first come, first served" basis until the Offering is fully subscribed. The Company may close the Offering in several tranches, the first of which it intends to close around July 31, 2019.
The Company will use the proceeds of the Offering for purposes of working capital and to maintain and preserve its existing operations, activities and assets. The Shares and Warrants issued under the Offering will be subject to a holding period of 4 months and 1 day following the closing.
The Company has set July 24, 2019 as the record date (the "Record Date") for the purpose of determining existing shareholders of Puma entitled to participate in the Offering pursuant to the Holders’Exemption. Any shareholder purchasing under the Holders’Exemption will have to represent in writing that he held common shares of the Company as of the Record Date and continues to hold them.
Also, the aggregate acquisition cost to a subscriber under the Holders’ Exemption cannot exceed $15,000, unless that subscriber has obtained advice regarding the suitability of the investment and, if the subscriber is resident in a jurisdiction of Canada, such advice is obtained from a person that is registered as an investment dealer in the subscriber's jurisdiction.
Consolidation of Common Shares 10:1
Puma is proposing to consolidate its issued and outstanding common shares on the basis of one post-consolidation common share for every 10 pre-consolidation common shares.
The share consolidation must be approved by a special resolution of the shareholders of Puma at the annual general and special meeting of shareholders to be held on October 3, 2019 (the “Meeting”). To be effective, the special resolution must be approved by no less than 66.66% of the votes casted at the Meeting by shareholders in person or represented by proxy. The share consolidation is also subject to the approval of the TSX-V.
Notwithstanding the required approvals being obtained, the Board of Puma, in its sole discretion, may abandon the share consolidation without further approval by or prior notice to shareholders.
If the approvals required for the share consolidation are obtained and the Board decides to implement the share consolidation, the share consolidation will occur at a time determined by the Board and announced by a news release of the Company.
There are 232,435,223 common shares currently issued and outstanding. Assuming the consolidation 10:1 and the completion of the maximum Offering, the number of post-consolidation common shares issued and outstanding will be approximately 27,435,223 post-consolidation common shares (on a non-diluted basis and subject to rounding to account for fractional shares). The exercise or conversion price of, and the number of common shares issuable under, any convertible securities of the Company will be proportionately adjusted upon the completion of the share consolidation. The Company's name and trading symbol will remain unchanged.
The expected benefits of the share consolidation include increased investor interest, improved trading liquidity, and reduced price volatility. Also, the consolidation will offer Puma more optionality to finalise the purchase agreements for the Murray Brook Property.
Full details regarding the proposed share consolidation will be included in the Company's management information circular for the Meeting, which will be available under the Company's profile on SEDAR on or before August 30, 2019.
Resignation of Director and Executive Chairman Arness Cordick
Puma also announces that Mr. Arness Cordick, for personal reasons, has tendered his resignation as Executive Chairman and director of the Company. Mr. Cordick’s departure is effective immediately.
Qualified Persons and QC/AC
The content of this press release was prepared by Marcel Robillard, P.Geo., President of Puma, qualified person as defined by NI 43-101, who supervised the preparation and technical information that forms the basis for this news release. Neither 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. Mr. Robillard is not independent of the Company, as is officer and shareholder thereof.
About the Murray Brook Project
The Murray Brook Project consists of three (3) distinct contiguous areas that covers 8,800 hectares and more than 18 kilometers of the favorable rocks that host the operating Caribou Mine (Trevali Mining Corp.), on the east side, the Murray Brook Deposit and the past operating Restigouche Mine (Trevali Mining Corp.). From east to west, the Murray Brook Project comprises the Murray Brook East Property (4925), the Murray Brook Mining Lease (# 252) and the Murray Brook West Property (7846).
The Murray Brook East and Murray Brook West Properties have been subject to various degrees of exploration and share the same potential of increasing the mineral resources defined at the Murray Brook Deposit and several future priority targets have been defined on these properties.
About the Murray Brook Deposit
The Murray Brook Deposit (Mining Lease #252) covers an area of 484 hectares with a currently defined measured and indicated mineral resources of 5.28 million tonnes averaging 5.24% zinc, 1.80% lead, 0.46% copper, 68.9 g/t silver and 0.65 g/t gold. The core of this mineral resource occurs in the West Zone which is 200 meters wide, extending from surface to 300 meters vertical and the true thickness of the massive sulphide body varies from 75 meters to 100 meters. The East Zone (Copper-Gold) is 100 meters wide, also extending from surface to 300 vertical meters and is mainly mineralized with gold and copper. On February 20, 2017, a NI 43-101 report was accepted and filed on SEDAR.
About Puma
Puma is a Canadian mineral exploration company with advanced precious and base metals projects in Canada. The Company's major assets consist of an option to acquire 100% beneficial interest in the Murray Brook Property, the wholly owned Turgeon Zinc-Copper Project and the Nicholas-Denys Project all located in the Bathurst Mining Camp of New Brunswick. As well as an equity interest in BWR Resources, exploring in Manitoba. Puma’s objective for the coming year is to focus its exploration efforts in New Brunswick and advance the Murray Brook Deposit.
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Marcel Robillard, President
(418) 724-0901
president@explorationpuma.com
Forward-Looking Statements: This press release may contain forward-looking statements. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Puma to be materially different from actual future results and achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date the statements were made, except as required by law. Puma undertakes no obligation to publicly update or revise any forward-looking statements. These risks and uncertainties are described in the quarterly and annual reports and in the documents submitted to the securities administration.