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News
Moon River Capital Ltd. Announces Closing of Non-Brokered Private Placement
Toronto, Ontario–(Newsfile Corp. – October 25, 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 releases of September 13, 2023 and September 22, 2023, it has closed its previously announced non-brokered private placement of subscription receipts (“Subscription Receipts“) through the issuance of 12,000,000 Subscription Receipts for gross proceeds of $3,000,000 (the “Offering“).
Pursuant to the Offering, the Company entered into a subscription receipt agreement dated October 25, 2023 (the “Subscription Receipt Agreement“) with TSX Trust Company as subscription receipt agent (the “Escrow Agent“). As previously announced in the Company’s press release of September 13, 2023, it has entered into an asset purchase agreement dated September 13, 2023 (the “Agreement“) with Generation Mining Ltd. (“GM“), pursuant to which Moon River will acquire (the “Proposed Transaction“) all of GM’s right, title and interest in six mineral leases located near the Town of Smithers, British Columbia, which host a large molybdenum-tungsten deposit (the “Davidson Property“). The completion of the Proposed Transaction is subject to the satisfaction of various conditions as are standard for a transaction of this nature, including but not limited to: (i) receipt of conditional approval from the TSXV to the Proposed Transaction; (ii) receipt of all requisite corporate consents and approvals; (iii) receipt of third-party consents and approvals by GM; and (iv) the absence of any material adverse effect, or action suit or proceeding that would result in a material adverse effect, with respect to the Davidson Property or GM’s right to prospect, develop and mine the Davidson Property pursuant to a vending agreement dated April 1, 2016 between Pine Point Mining Limited and Roda Holdings Inc.
Upon satisfaction or waiver of all conditions precedent to the Proposed Transaction, and the receipt of all required board and regulatory approvals in connection with the Offering and the Proposed Transaction, (the “Escrow Release Conditions“), immediately prior to effecting the Proposed Transaction, each Subscription Receipt of the Company will automatically convert into one common share in the capital of the Company without any further consideration on the part of the subscriber.
The Company intends to use the gross proceeds from the Offering: (i) to pay GM the cash consideration of $630,000 pursuant to the Agreement with GM; (ii) for the development of the Davidson Property in connection with the Proposed Transaction; and (iii) for general and working capital purposes following escrow release (“Escrow Release“).
In consideration of the introduction of subscribers to the Offering, and subject to the conversion of the Subscription Reciepts, the Company will pay certain eligible persons (the “Finders“) (i) an aggregate cash commission of an aggregate of $100,380 (payable upon completion of the Proposed Transaction) and (ii) an aggregate of 336,280 finder warrants (“Finder Warrants“). 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 the Escrow Release Conditions.
All securities issued in connection with the Offering are subject to a statutory hold period of four months plus a day from the date of issuance resale in accordance with applicable securities legislation.
The Offering constituted a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“) as certain insiders of the Company subscribed for a total of 2,294,000 Subscription Receipts pursuant to the Offering. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on a specified market and the fair market value of the participation in the Offering by the insider does not exceed 25% of the market capitalization of the Company in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner.
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 Proposed Transaction, the expected conversion of the Subscription Receipts, the use of proceeds from the Offering, and the final approval of the TSXV.
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 the Company’s ability to complete the Proposed Transaction, necessary regulatory approvals, termination of the Agreement in certain circumstances, changes in general economic conditions, including changes in the financial markets; 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 –