Tocvan Ventures Corp has announced that it will be proceeding with a non-brokered private placement of up to 1,200,000 units at C$1.00 per unit for gross proceeds of up to C$1.2 million.
The company said a lead order for the placement has been established with a prospective long-term shareholder with extensive experience in Mexican mineral exploration and development.
“After reviewing many finance options for Tocvan we are extremely pleased to bring on board a strong Long-Term Shareholder that has extensive experience in Mexican Mineral Exploration and Development,” commented Tocvan CEO Derek Wood in a statement.
“Our newest Shareholder was an early and significant investor in SilverCrest Metals with a current Market Capitalization of over C$1.5 billion. We feel this bodes well for the future of Tocvan as we continue to move towards definition drilling and bulk sampling at Pilar. We are excited to begin our next phase of drilling at Pilar,” he added.
READ: Tocvan Ventures to buy 100% of Rogers Creek copper project, aims to spin it out into new firm Cascade Copper
The company said the proceeds of the raise will go towards the advancement of the Pilar and El Picacho Au-Ag projects in Sonora, Mexico. At Pilar, recent drilling success will be followed up with a trench program for exploration and metallurgical testing, followed by continued step-out and exploration drilling. At El Picacho, groundwork will commence with detailed mapping and sampling to confirm priority targets for later trenching and drill targeting. The proceeds from the offering will also be used for general working capital.
Each unit in the offering is comprised of one common share of the company and one half of one common share purchase warrant. Each warrant will entitle the holder to acquire one additional share in the capital of the company at a price of C$1.50 for a period of 24 months from the date the units are issued, subject to the following accelerated expiry provision.
If, on any 10 consecutive trading days occurring after four months and one day has elapsed following the closing date of the offering, the closing sales price of the shares (or the closing bid, if no sales were reported on a trading day) as quoted on the Canadian Securities Exchange (CSE) is greater than C$1.90 per common share, the company may provide notice in writing to the holders of the warrants by issuance of a press release that the expiry date of the warrants will be accelerated to the 30th day after the date on which the company issues such pressrelease.
Closing of the offering is subject to several conditions, including receipt of all necessary corporate and regulatory approvals, including the CSE. All securities issued in connection with the offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation in Canada as well as the required legend under applicable US securities legislation. The company may pay finders fees and finder warrants to eligible finders.
The offering is also bring made available to existing shareholders of the company who, as of the close of business on November 1, 2021, hold common shares (and who continue to hold such common shares as of the closing date), under the prospectus exemption set out in Alberta Securities Commission Rule 45-513 — Prospectus Exemption for Distribution to Existing Security Holders and in similar instruments in other jurisdictions in Canada.
The existing shareholder exemption limits a shareholder to a maximum investment of $15,000 in a 12-month period unless the shareholder has obtained advice regarding the suitability of the investment and, if the shareholder is resident in a jurisdiction of Canada, that advice has been obtained from a person that is registered as an investment dealer in the jurisdiction.
If the company receives subscriptions from investors relying on the existing shareholder exemption exceeding the maximum amount of the financing, the company intends to adjust the subscriptions received on a pro-rata basis.
Tocvan has also made the offering available to certain subscribers under the investment dealer exemption. In accordance with the requirements of the investment dealer exemption, the company confirmed that there is no material fact or material change about the company that has not been generally disclosed.
Any participation by insiders of the company in the offering will be on the same terms as arm's-length investors. Depending on market conditions, the gross proceeds of the offering could be increased or decreased.
Tocvan Ventures is a well-structured exploration development company created in order to take advantage of the prolonged downturn the junior mining exploration sector, by identifying and negotiating interest in opportunities where management feels they can build upon previous success.
The company has approximately 31 million shares outstanding and is earning into two exciting opportunities in Sonora, Mexico: the Pilar Gold-Silver project and the El Picacho Gold-Silver project.
Contact the author at jon.hopkins@proactiveinvestors.com