Erin Ventures Announces Proposed Private Placement and to Issue Units in Satisfaction of Certain Outstanding Convertible Debentures
ERIN VENTURES INC.
NEWS RELEASE
Erin Ventures Announces Proposed Private Placement and to Issue Units in Satisfaction
of Certain Outstanding Convertible Debentures
February 24, 2020
Erin Ventures Inc. (" Erin" or the “Company”) [TSXV: EV] announces that, subject to the approval of the TSX
Venture Exchange (the “TSXV”), it intends to complete a private placement offering of up to 10,000, 000 units of
the Company (“Units”) at a price of $0.05 per Unit for gross proceeds of up to $500,000 .00 (the “Offering”).
Additionally, Erin announces the proposed issuance of Units to certain holders (the “ Debenture Holders”) of the
outstanding amended and restated 12% interest -bearing convertible debentures issued on April 10, 2015, July 14,
2015, and November 3, 2015 (collectively, the “ Debentures”) in full and final satisfaction of the Company’s
obligations under the Debentures, pursuant to the terms of debt settlement agreements between the Company and
each Debenture Holder (the “Shares for Debt Settlement”).
Private Placement
Each Unit will be comprised of one (1) common share in the capital of the Company (a “ Share”) and one (1)
common share purchase warrant (each, a “ Warrant”). Each W arrant will have a three (3) year term (the
“Exercise Period”) and will be exercisable into one (1) Share at a price of $0.075 in the first year and $0.10
thereafter per Share over the Exercise Period.
The O ffering will be on a private placement basis pursuant to prospectus exemptions of applicable
securities laws and is subjec t to final acceptance by the TSXV . Depending on demand and regulatory
requirements, a portion of the Offering may be made to existing security holders of Company
(“Shareholders”) in accordance with the provisions of the existing shareholder exemption (the “Existing
Shareholder Exemption”) pursuant to BC Instrument 45 -534 (the Existing Shareholder Exemption is not
available in Ontario or Newfoundland and Labrador) . In addition to conducting the Offering pursuant to
the Existing Shareholder Exemption, Units will be offered to accredited investors, close personal friends
and business associates of directors and officers of the Company, and certain investors who have been
advised on the suitability of their investment by registered investment dealers (the “Registered Advisor
Exemption”).
The Company has set February 21, 2020 as the record date for the purpose of determining shareholders entitled to
purchase Units relying on the Existing Shareholder Exemption. The aggregate acquisition cost to a subscriber
relying on the Existing Shareholder Exemption cannot exceed $15,000 in a 12-month period unless the subscriber
has obtained advice from a registered investment dealer regarding the suitability of the investment.
Unless the Company determines to increase the gross proceeds of the Offering and receives TSXV approval for
such increase, if subscriptions by existing Shareholders exceed the maximum number of Units proposed to be
distributed after having first satisfied the subscriptions of those subscribers relying on other prospectus
exemptions referred to herein, subscribers relying on the Existing Shareholder Exemption will be entitled to a pro
rata portion of the balance of Units available under the Offering.
Existing Shareholders are directed to contact the Company for further information concerning subscriptions for
Units pursuant to the Existing Shareholder Exemption, as follows:
Contact person: Blake Fallis
Telephone: 1-250- 384-1999 or 1-888-289-3746
Email: [email protected]
Shares for Debt Settlement
Erin will issue Units at a value of $0.05 per Unit in full and final satisfaction of the principal and aggregate
interest payments owed under the Debentures and each Debenture will be returned to the Company for
cancellation. If each outstanding Debenture Holder enters into a Shares for Debt Settlement, Erin anticipates
issuing a total of 6,820,000 Units representing the aggregate principal owed to the Debenture Holders and at least
190,587 Units representing the aggregate interest accrued as of the date hereof. The amount of interest settled will
equal the total amount of interest accrued as of the date of closing of the Shares for Debt Settlement. Units issued
in connection with the S hares for Debt Settlement will be in addition to the Units issued in connection with the
Offering.
The Units, and any Warrant Shares issued, will be subject to a four -month hold period. The proposed Shares for
Debt Settlement and Offering are subject to the approval of the TSX Venture Exchange.
In accordance with the requirements under the Existing Shareholder Exemption and the Registered Advisor
Exemption, there is no material fact or material change about the issuer that has not been generally disclosed.
On behalf of the Board of Directors,
Blake Fallis, General Manager
About Erin Ventures
Erin Ventures Inc. is an international mineral exploration and development company with boron assets in Serbia.
Headquartered in Victoria, B.C., Canada, Erin's shares are traded on the TSX Venture Exchange under the symbol
"EV" and the OTCQB Venture Market under the symbol “ERVFF”. For detailed information please see Erin's
website at www.erinventures.com or the Company's filed documents at www.sedar.com.
For further information, please contact: Erin’s Public Quotations:
Erin Ventures Inc. Canada
Blake Fallis, General Manager TSX Venture: EV
Phone: 1-250- 384-1999 or 1-888-289-3746 USA
www.erinventures.com OTCQB: ERVFF
645 Fort Street, Suite 203
Victoria BC V8W1G2 Europe
Canada Berlin Stock Exchange: EKV
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.
Forward Looking Statements:
This release contains forward looking statements. The words "believe," "expect," “feel,” "plan," "anticipate,"
“project,” “could,” “should” and other similar expressions generally identify forward-looking statements. Readers
are cautioned not to place undue reliance on these forward -looking statements. These forward -looking
statements are subject to a number of risks and uncert ainties including, without limitation, variations in estimated
costs, the failure to discover or recover economic grades of minerals, and the inability to raise the funds
necessary, changes in external market factors including commodity prices, and other r isks and uncertainties.
Actual results could differ materially from the results referred to in the forward-looking statements.