/NOT FOR DISSEMINATION IN
- Oro X and Latitude Silver have engaged Echelon and Red Cloud as lead agents for best-efforts private placement
- Will raise minimum
$14,000,000 - Financing is condition of Oro X and Latitude Silver merger
The Offering is a condition precedent to the completion of the business combination (the "Transaction") announced by Oro X and MMTP on
The gross proceeds from the issuance of Subscription Receipts will be deposited with a subscription receipt agent (the "Subscription Receipt Agent") in escrow (the "Escrowed Proceeds") pursuant to a subscription receipt agreement (the "Subscription Receipt Agreement"). It is anticipated that the Escrowed Proceeds will be released by the Subscription Receipt Agent to MMTP Finco upon receipt of a notice (the "Release Notice") to the Subscription Receipt Agent from Oro X, MMTP and MMTP Finco indicating (a) all conditions to the completion of the Transaction and the Finco Amalgamation (other than the release of the Escrowed Proceeds) have been satisfied or waived to the satisfaction of the Agents, acting reasonably, (b) the receipt of all court, regulatory (including stock exchange), shareholder and third-party approvals, if any, required in connection with the Transaction and the Finco Amalgamation, (c) the Oro X Shares issuable upon completion of the Transaction and the Finco Amalgamation being conditionally approved for listing on the
Upon and subject to the receipt by the Subscription Receipt Agent of the Release Notice, the Escrowed Proceeds shall be released to MMTP Finco and the holders of Subscription Receipts will be issued MMTP Finco Shares, which are then exchanged for common shares of Oro X on the basis of
The Agents will be granted an option to increase the size of the Offering by up to 15%, exercisable in the discretion of the Agents, in whole or in part, at any time up to 48 hours prior to the final closing date of the Offering (the "Agents' Option").
In connection with the services rendered in connection with the Offering by the Agents, MMPT Finco will: (i) pay the Agents a cash commission equal to 7% of the gross proceeds of the Offering; and (ii) issue to the Agents warrants (the "Agents' Warrants") equal to 7% of the number of Subscription Receipts sold pursuant to the Offering , both including the Agents' Option, if exercised but not including up to
Proceeds of the Offering are expected to be used for mine development and exploration activities at
About
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this news release in
ON BEHALF OF THE BOARD
CEO & Director
Neither
Cautionary Statement Regarding "Forward-Looking" Information
Some of the statements contained in this news release are forward-looking statements and information within the meaning of applicable securities laws. Forward-looking statements and information can be identified by the use of words such as "expects", "intends", "is expected", "potential", "suggests" or variations of such words or phrases, or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements in this news release include statements in respect of the terms of the Offering, the use of proceeds from the Offering and the completion of the Offering, the Transaction and the Finco Amalgamation. Forward-looking statements and information are not historical facts and are subject to a number of risks and uncertainties beyond the Company's control. In particular, there is no assurance that the Offering will be successful or that the conditions precedent to the Offering, the Transaction and the Finco Amalgamation will be satisfied on the terms currently proposed or at all. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this news release. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, except as may be required by law.
SOURCE
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