Orcus Resources Ltd. and Western Metallica Corp. Announce Closing of Subscription Receipt Offering
Vancouver, British Columbia, November 23, 2021 – Orcus Resources Ltd. (“Orcus”) (TSXV: ORCS.P) and Western Metallica Corp. (“Western Metallica”) are pleased to announce that Western Metallica has closed its previously-announced brokered private placement (the “Offering”) of subscription receipts (“Subscription Receipts”). Under the Offering, Western Metallica issued 26,667,000 Subscription Receipts at a price of $0.30 per Subscription Receipt for gross proceeds to Western Metallica of approximately $8 million. The Offering was completed pursuant to an agency agreement dated November 23, 2021 among Western Metallica, Orcus and Clarus Securities Inc. (the “Agent”). The Subscription Receipts are governed by the terms of a subscription receipt agreement (the “Subscription Receipt Agreement”) entered into among Western Metallica, Clarus and the Endeavor Trust Corporation ("Endeavor").
As previously announced, on November 1, 2021, Western Metallica and Orcus entered into a letter of intent setting out the terms of the reverse take-over of Orcus by shareholders of Western Metallica by way of a share exchange, amalgamation or similar transaction (the “RTO”).
The gross proceeds from the sale of the Subscription Receipts, less the Agent's commission and expenses and an initial advance to Western Metallica of $750,000 paid at the closing of the Offering are being held in escrow by Endeavor in accordance with the Subscription Receipt Agreement dated November 23, 2021 among Western Metallica, Endeavor and the Agent and will be released to Western Metallica upon satisfaction and/or waiver of certain escrow release conditions (the “Escrow Release Conditions”), including completion of all conditions precedent to the RTO. If the Escrow Release Conditions are satisfied or waived on or before February 23, 2022 (subject to extension pursuant to the terms of the Subscription Receipt Agreement), the escrowed proceeds from the Offering will be released to Western Metallica. If the Escrow Release Conditions are not satisfied or waived by that date or the RTO is terminated prior thereto, the gross proceeds and pro rata entitlement to interest earned on the escrowed proceeds will be paid to the holders of the Subscription Receipts. Western Metallica will use the net proceeds from the Offering for general corporate and working capital purposes.
Upon satisfaction of the Escrow Release Conditions, each Subscription Receipt will be automatically exchanged, without any further action by its holder, and for no additional consideration, for one common share of Western Metallica (a “Western Metallica Share”) and one half of one common share purchase warrant (a “Western Metallica Warrant”) of Western Metallica. Immediately following the issuance of the Western Metallica Shares and Western Metallica Warrants upon conversion of Subscription Receipts, each Western Metallica Share will be exchanged for one common share of Orcus (each, a “Resulting Issuer Shares”) and each Western Metallica Warrant will be exchanged for one common share purchase warrant of Orcus (each, a “Resulting Issuer Warrant”). Each Resulting Issuer Warrant will be exercisable for one Resulting Issuer Share (each, a “Resulting Issuer Warrant Share”) at a price of $0.45 per Resulting Issuer Warrant Share for a period of 24 months following closing of the Offering or earlier in the event that closing trading price of the Resulting Issuer Shares is greater than $0.75 for a period of ten consecutive trading days on a recognized stock exchange.
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In connection with the Offering, Western Metallica paid the Agent on the closing of the Offering a cash commission in an aggregate amount $364,161 and issued 1,213,870 broker warrants to the Agent, each entitling the Agent to purchase one (1) Western Metallica Share at a price of $0.30 until November 23, 2023.
About Orcus Resources Ltd.
Orcus was incorporated under the Business Corporations Act (British Columbia) on September 28, 2020, and is a capital pool company listed on the TSX Venture Exchange. Orcus has no commercial operations and has no assets other than cash. The only business of Orcus is to identify and evaluate assets or businesses with a view to completing a qualifying transaction, in accordance with Policy 2.4 of the TSX Venture Exchange.
About Western Metallica Corp.
Western Metallica is a private company existing under the laws of the Province of Ontario and is in the business of mineral resource exploration and development. Western Metallica has an interest in three Spanish gold projects in the “Navelgas Gold Belt” in Asturias (Penedela, Valledor and Sierra Alta) and one project located in Andalucia (Nueva Celti). Both Nueva Celti and Valledor and the Penedela extension are 100% owned by Western Metallica and are not subject to any royalty payments. Western Metallica has an option to acquire 100% interest in the Penedela project.
General
All information contained in this press release with respect to Orcus and Western Metallica was supplied by the parties respectively for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.
In connection with the Offering, Miller Thomson LLP acted as legal counsel to Western Metallica and Orcus and Borden Ladner Gervais LLP acted as legal counsel to the Agent.
For further information:
Deepak Varshney Chief Executive Officer, Corporate Secretary and Director 778-899-1780
Greg Duras Chief Financial Officer and Director 416-576-3136
Cautionary Note Regarding Forward-Looking Information
Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Such forward-looking statements or information include but are not limited to statements or information with respect to: the Escrow Release Conditions; the use of net proceeds from the Offering; the terms and conditions
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of the RTO; the exchange ratio under the RTO; the details of any securities issuances, conversions; and the closing of the RTO. Often, but not always, forward-looking statements or information can be identified by the use of words such as “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. Actual results might differ materially from results suggested in any forward-looking statements. Additional information identifying risks and uncertainties is contained in filings by Orcus with the Canadian securities regulators, which filings are available at www.sedar.com.
With respect to forward-looking statements and information contained herein, Western Metallica and Orcus have made numerous assumptions including among other things, assumptions about general business and economic conditions of Western Metallica and the market in which it operates. The foregoing list of assumptions is not exhaustive.
Although management of Western Metallica and Orcus believe that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that forward-looking statements or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. Orcus and Western Metallica do not undertake to update any forward-looking information, except in accordance with applicable securities laws. There can be no assurance that the RTO will be completed as proposed or at all.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press 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 unless registered under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available.
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