Peruvian Precious Metals Corp. Announces Closing of First Tranche of Non-Brokered Private Placement of Units
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia CANADA, November 07, 2013 /FSC/ -
Peruvian Precious Metals Corp. (PPX - TSX Venture, PPX - BVL),(the "Company"), announces that it has closed the first tranche of its non-brokered private placement of units (the "Units") under the terms previously disclosed on November 6, 2013. 750,000 Units were issued to subscribers under the first tranche.
Each Unit consists of one common share of the Company (a "Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder, on exercise thereof, to purchase one additional Common Share at a price of $0.16 until November 7, 2015, provided that if the daily volume weighted average price for twenty (20) consecutive days of trading of the Company's shares on the TSX Venture Exchange (or such other stock exchange on which shares of the Company are listed) exceeds $0.45 per share, the expiry date of the Warrants may be accelerated to the day which is thirty (30) calendar days after notice of acceleration has been sent by the Company to Warrant holders.
Securities issued under the private placement will be subject to a four-month hold expiring on March 8, 2014, in accordance with applicable Canadian securities laws. The Company intends to use the proceeds from the private placement for general working capital purposes.
The private placement is for up to 2,000,000 Units for aggregate gross proceeds of up to $200,000. The completion of subsequent tranches of the private placement will be subject to certain conditions, including final approval of the TSX Venture Exchange.
Certain insiders of the Company acquired securities under the private placement. Such participation is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The directors determined that the transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the Company is listed on the TSX Venture Exchange and neither the fair market value of any securities issued to or the consideration paid by such insiders exceeded 25% of the Company's market capitalization. The Company did not file a material change report more than 21 days before the expected closing of the private placement as the details of the private placement and the participation therein by related parties of the Company were not settled until shortly prior to closing and the Company wished to close the private placement on an expedited basis for sound business reasons and in a timeframe consistent with usual market practices for transactions of this nature.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available.
On behalf of the Board of Directors
Brian J. Maher
President and Chief Executive Officer
FOR FURTHER INFORMATION, PLEASE CONTACT:
Peruvian Precious Metals Corp. Kimberly Ann Arntson, Vice President - Corporate Development
Phone: 1-530-414-4400
Email: kimberly.ann@peruvianpmc.com
Website: www.peruvianpmc.com
Cautionary Statement:
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. Certain disclosure in this release, including statements regarding the terms of the private placement, the possible completion of the private placement and the intended use of proceeds from the private placement, may constitute "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and Canadian securities legislation. In making the forward-looking statements in this release, the Company has applied certain factors and assumptions that the Company believes are reasonable, including that the Company is able to obtain any required government or other regulatory approvals to complete the Company's planned private placement and exploration activities, that the Company is able to complete the private placement, and that the Company will be able to use the proceeds from the private placement as intended. However, the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such uncertainties and risks are detailed from time to time in the Company's filings with the appropriate securities commissions, and may include, among others, that the full private placement will not complete, market conditions, commodity prices, actual results of the Company's exploration activities being different than those expected by management, delays in obtaining or failure to obtain required government or other regulatory approvals or financing, inability to procure equipment and supplies in sufficient quantities and on a timely basis, equipment breakdown and bad weather. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.
To view the press release as a PDF file, please click on the following link:
http://www.usetdas.com/pr/peruvian11072013.pdf
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