Cerro de Pasco Resources Announces Closing of $15 Million Brokered Private Placement, including approx. $5 Million with Eric Sprott
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DISSEMINATION IN THE UNITED STATES
Cerro de Pasco Resources Announces Closing of $15 Million
Brokered Private Placement, including approx. $5 Million with Eric Sprott
MONTRÉAL, November 27, 2024 - Cerro de Pasco Resources Inc. (CSE: CDPR) (OTC QB:
GPPRF) (FRA: N8HP) (“CDPR” or the “Corporation”) is pleased to announce the closing of
its previously announced private placement , led by SCP Resource Finance LP (the
“Agents”), of 33,333,333 units of the Corporation (each, a “ Unit”) at a price of $0.30 per
Unit (the “Offering Price”) for gross proceeds of $10,000,000 (the “LIFE Offering”), on a
private placement basis, pursuant to the Listed Issuer Financing Exemption under Part 5A
of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”).
In addition to the Units offered in connection with the LIFE Offering, the Corporation also
closed a concurrent brokered private placement of 15,633,334 Units at the Offering Price,
(the “Concurrent Brokered Private Placement” and together with the LIFE Offering, the
“Brokered Offering”) and a concurrent non-brokered private placement of 1,033,333 Units
at the Offering Price (the “Non-Brokered Private Placement” and collectively with the LIFE
Offering and the Concurrent Brokered Private Placement, the “ Offerings”) for additional
gross proceeds to the Corporation of $5,000,000.
Each Unit consists of (i) one common share in the capital of the Corporation (a “Common
Share”) and (ii) one half of one Common Share purchase warrant (each whole warrant, a
“Warrant”). Each Warrant entitle s its holder to acquire one Common Share (a “ Warrant
Share”) at a price of $0.50, for a period of 24 months.
The Corporation intends to use the net proceeds raised from the Offerings for exploration of
at the Quiulacocha Tailings Project and for general corporate and working capital purposes.
The securities issuable from the sale of Units pursuant to the LIFE Offering are freely
tradeable and are not subject to a hold period under applicable Canadian securities laws .
The securities issued under the Concurrent Brokered Private Placement and the Non-
Brokered Private Placement are subject to a statutory hold period to the extent required by
applicable securities law.
As consideration for their services, the Agents received (i) a cash fee in an amount equal to
6 % of the gross proceeds of the Brokered Offering (subject to reduction with respect to
sales made to investors on the President’s List); (ii) non-transferable warrants (the “Agent
Warrants”) representing 6.0% of the aggregate number of Units issued pursuant to the
Brokered Offering (subject to reduction with respect to sales made to investors on the
President’s List); and (iii) a corporate finance fee comprised o f $18,600 and 62,000 Agent
Warrants. Each Agent Warrant entitles its holder to purchase one Unit at the Offering Price
for a 24-month period.
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DISSEMINATION IN THE UNITED STATES
The Corporation is also pleased to announce that Eric Sprott, through 2176423 Ontario Ltd.,
subscribed 16,666,664 Units in the Offerings, for an amount of approximately $5,000,000.
The acquisition of 16,666,664 Units resulted in an increase of holdings of approximately
3.4% of the outstanding Common Shares on a partially diluted basis (assuming exercise of
all Warrants) from what was reported in 2176423 Ontario Ltd. ’s last early warning report.
Prior to the Offering, Mr. Sprott beneficially owned or controlled 64,749,500 Common
Shares and 3 0,000,000 Warrants, representing approximately 14.7% of the outstanding
Common Shares on a non-diluted basis and 20.2% on a partially diluted basis assuming the
exercise of such Warrants. As a result of the Offering s, Mr. Sprott beneficially owns or
controls 81,415,664 Common Shares and 3 8,333,331 Warrants, representing
approximately 16.6% of the outstanding Common Shares on a non-diluted basis and 22.7%
on a partially diluted basis assuming the exercise of such Warrants.
Mr. Sprott undertook not to exercise his Warrants where such exercise would cause h im,
together with any parties acting jointly and in concert with hi m, to hold more than 20% of
the issued and outstanding shares of the Corporation and thereby becoming a new “Control
Person”, as such term is defined in the policies of the Canada Securities Exchange (the
“Exchange”), until such time as the Corporation has sought and obtained disinterested
shareholder approval for the creation of such new Control Person or until the Exchange has
approved the same.
The Units were acquired for investment purposes. Mr. Sprott has a long -term view of the
investment and may acquire additional securities of the Corporation including on the open
market or through private acquisitions or sell securities of the Corporation including on the
open market or through private dispositions in the future depending on market conditions,
reformulation of plans and/or other relevant factors.
The participation of Eric Sprott, an insider of the Corporation, in the Offerings is considered
a "related party transaction" within the meaning of Multilateral Instrument 61 -101 -
Protection of Minority Security Holders in Special Transactions ("MI 61 -101"). The
Corporation relied on the exemptions from the formal valuation and minority shareholder
approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101
in respect of related party participation in the Offerings as neither the fair market value (as
determined under MI 61 -101) of the subject matter of, nor the fair market value of the
consideration for, the transaction, exceeds 25% of the Corporation's market capitalization
(as determined under MI 61-101).
A copy of the early warning report with respect to the foregoing will appear on CDPR’s profile
on SEDAR+ at www.sedarplus.ca and may also be obtained by calling Guy Goulet, CEO of
the Corporation at 1 -579-476-7000 or writing to 2176423 Ontario Ltd. (1106 -7 King Street
East, Toronto Ontario M5C 3C5).
The securities have not been and will not be registered under the United States Securities
Act of 1933 , as amended (the “ 1933 Act ”) or any state securities laws and may not be
offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as
defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
applicable state securities laws, or an exemption from such registration requirements is
available.
About Cerro de Pasco Resources
Cerro de Pasco Resources Inc. is focused on the development of its principal 100% owned
asset, the El Metalurgista mining concession, comprising silver -rich mineral tailings and
stockpiles extracted over a century of operation from the Cerro de Pasco open pit mine in
Central Peru. The company’s approach at El Metalurgista entails the reprocessing and
environmental remediation of mining waste and the creation of numerous opportunities in
a circular economy. The asset is one of the world’s largest above-ground resources.
Forward-Looking Statements and Disclaimer
Certain information contained herein may constitute “forward -looking information” under
Canadian securities legislation. Generally, forward -looking information can be identified
using forward -looking terminology such as “plans” , “seeks” , “expects” , “estima t e s ”,
“intends” , “anticipates” , “believes” , “could” , “might” , “likely” or variations of such words, or
statements that certain actions, events or results “may” , “will” , “could” , “would” , “might” ,
“will be taken” , “occur” , “be achieved” or other similar expressions. Forward-looking
statements, including the expectations of CDPR’s management regarding the use of
proceeds and the use of the available funds following completion of the Offering s, are
based on CDPR’s estimates and are subject to known and unknown risks, uncertainties and
other factors that may cause the actual results, level of activity, performance or
achievements of CDPR to be materially different from those expressed or implied by such
forward-looking statements or forward -looking information. Forward-looking statements
are subject to business and economic factors and uncertainties and other factors, that
could cause actual results to differ materially from these forward -looking statements,
including the relevant assumptions and risks factors set out in CDPR’s public documents,
available on SEDAR+ at www.sedarplus.ca. There can be no assurance that such
statements will prove to be accurate, as actual results and future events could differ
materially from those anticipated in such statements. Although CDPR believes that the
assumptions and factors used in preparing the forward-looking statements are reasonable,
undue reliance should not be placed on these statements and forward-looking information.
Except where required by applicable law, CDPR disclaims any intention or obligation to
update or revise any forward -looking statement, whether as a result of new information,
future events or otherwise.
Further Information
Guy Goulet, CEO
Telephone: +1-579-476-7000
Mobile: +1-514-294-7000