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News
Moon River Capital Ltd. Announces Upsize to Non-Brokered Private Placement
Toronto, Ontario–(Newsfile Corp. – September 22, 2023) – Moon River Capital Ltd. (TSXV: MOO.P) (“Moon River” or the “Company“), a capital pool company (“CPC“) pursuant to Policy 2.4 – Capital Pool Companies (“Policy 2.4“) of the TSX Venture Exchange (the “TSXV“), is pleased to announce that further to its press release of September 13, 2023, its previously announced non-brokered private placement of subscription receipts (“Subscription Receipts“) at a price of $0.25 per Subscription Receipt has been upsized to a maximum of 12,000,000 Subscription Receipts for gross proceeds of up to $3,000,000 (the “Offering“).
In connection with the Offering, Moon River may pay certain eligible persons (the “Finders“) a cash commission equal to 7% of the gross proceeds of the Offering raised from subscribers introduced to Moon River by such Finder and finder warrants (“Finder Warrants“) equal to 7% of the number of Subscription Receipts issued to subscribers of Subscription Receipts introduced to the Company by such Finder. Each Finder Warrant shall entitle the holder thereof to acquire one common share in the capital of the Company at a price of $0.25 per common share for a period of 24 months following satisfaction or waiver of all conditions precedent to the Company’s proposed qualifying transaction and the receipt of all required board and regulatory approvals in connection with the Offering and the proposed qualifying transaction.
All other terms of the Offering remain unchanged and as announced on the Company’s press release dated September 13, 2023.
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of, nor a solicitation for offers to buy, any securities in the United States. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the issuer and its management, as well as financial statements.
About Moon River
Moon River is a CPC within the meaning of the policies of the TSXV that has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the CPC policies of the TSXV, until the completion of a Qualifying Transaction, the Company will not carry on business, other than the identification and evaluation of companies, businesses, or assets with a view to completing a proposed Qualifying Transaction. Investors are cautioned that trading in the securities of a CPC is considered highly speculative.
For further information please contact:
Ian McDonald, Interim Chief Executive Officer and Director, at (416) 716-9700 or ianmcdonald1954@gmail.com.
Cautionary Note:
Trading in the common shares of Moon River is presently halted and is expected to remain halted pending receipt and review of acceptable documentations regarding the proposed qualifying transaction pursuant to Policy 2.4. While halted, the common shares of Moon River may only trade upon TSXV approval and the filing of required materials with the TSXV as contemplated by TSXV policies.
Forward-looking Statements:
This press release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements“) within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “will”, “estimates”, “believes”, “intends”, “expects” and similar expressions, which are intended to identify forward-looking statements. More particularly and without limitation, this press release contains forward-looking statements concerning the Company’s evaluation and review of acquisition opportunities with a view to completing its Qualifying Transaction and, in particular, the Proposed Transaction and the Company’s ability to complete the Proposed Transaction and the Offering on the terms set out in this press release.
These forward-looking statements are based on certain assumptions that the Company has made in respect thereof as at the date of this press release regarding, among other things the continued evaluation and review of transaction opportunities by the Company and, in particular, the Proposed Transaction and the Company’s ability to complete the Proposed Transaction.
Although the Company believes the expectations and material factors and assumptions reflected in these forward-looking statements are reasonable as of the date hereof, there can be no assurance that these expectations, factors and assumptions will prove to be correct. These forward-looking statements are not guarantees of future performance and are subject to a number of known and unknown risks and uncertainties including, but not limited to regulatory approvals, changes in general economic, competitive, business, political and social conditions, including changes in the financial markets; the impact of competitive entities and pricing; the ability to access various sources of debt and equity capital on favourable terms; changes in applicable laws and regulations and costs associated therewith; actions by governmental or regulatory authorities and costs associated therewith; technology and cyber security risks; natural catastrophes; and certain other risks detailed in the Company’s continuous disclosure, a copy of which is available on SEDAR+ at www.sedarplus.ca. Accordingly, readers should not place undue reliance on the forward-looking statements contained in this press release.
This list of risk factors should not be construed as exhaustive. Readers are cautioned that events or circumstances could cause results to differ materially from those predicted, forecasted or projected. The forward-looking statements contained in this document speak only as of the date of this document. The Company does not undertake any obligation to publicly update or revise any forward-looking statements or information contained herein, except as required by applicable laws. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.
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.
– NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA –