Cerro de Pasco Resources Announces Private Placement of up to $15 Million
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
Cerro de Pasco Resources Announces Private Placement of up to $15 Million
MONTRÉAL, October 29, 2024 - Cerro de Pasco Resources Inc. (CSE: CDPR) (OTCPK:
GPPRF) (FRA: N8HP) (“CDPR” or the “Corporation”) is pleased to announce a best eƯorts
private placement, led by SCP Resource Finance LP , on behalf of itself and a syndicate of
agents (hereinafter referred to collectively as the “Agents”), of up to to 33,333,333 units of
the Corporation (each, a “Unit”) at a price of $0.30 per Unit (the “OƯering Price”) for gross
proceeds of up to $10,000,000 (the “ LIFE OƯering”), 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 oƯered in connection with the LIFE OƯering, the Corporation is also
oƯering up to 16,666,667 Units at the OƯering Price by way of a concurrent brokered private
placement to certain purchasers (i) pursuant to applicable exemptions under NI 45-106, (ii)
purchasers resident in the United States pursuant to one or more available exemptions
from the registration requirements of the U.S. Securities Act, and (iii) purchasers outside of
Canada and the United States on a basis which does not require the qualification or
registration of any of the Corporation’s securities and the Corporation to be subject to any
ongoing disclosure requirements, under domestic or foreign securities laws, for additional
gross proceeds to the Corporation of up to $5,000,000 (the “ Concurrent Private
Placement”).
Each Unit will consist 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 will entitle its holder to acquire one additional
Common Share (a “Warrant Share”) at a price of $0.50 for a period of 24 months following
the Closing Date (as defined herein).
The Agents will act as agent on a “best- eƯorts” agency basis in connection with the LIFE
OƯering and the Concurrent Private Placement.
The Agents have an option (the “ Agents’ Option”) to increase the size of the Concurrent
Private Placement by up to $2,250,000 by giving written notice of the exercise of the Agent's
Option, or a part thereof, to the Corporation at any time up to three business days prior to
the Closing Date (as defined herein).
The Corporation intends to use the net proceeds raised from the LIFE OƯering and
Concurrent Private Placement for exploration of at the Quiulacocha Tailings Project and for
general corporate and working capital purposes.
Subject to compliance with applicable regulatory requirements and in accordance with NI
45-106, the Units sold pursuant to the LIFE OƯering, will be o Ưered in all the Provinces of
Canada except Québec pursuant to the listed issuer financing exemption under Part 5A of
NI 45-106 (the “Listed Issuer Financing Exemption”). The securities issuable from the sale
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
of Units pursuant to the Listed Issuer Financing Exemption are expected to be immediately
freely tradeable and will not be subject to a hold period under applicable Canadian
securities laws . There is an o Ưering document related to the LIFE OƯering that can be
accessed under the Corporation’s profile at www.sedarplus.ca and on the Corporation
website at https://www.pascoresources.com/ . Prospective investors should read this
oƯering document before making an investment decision.
The securities issued under the Concurrent Private Placement and the Agents’ Option, if
any, will be subject to a statutory hold period to the extent required by applicable securities
law.
It is expected that closing of the LIFE OƯering and Concurrent Private Placement will take
place on or about November 14, 2024 (the “Closing Date”). Closing of the LIFE OƯering and
Concurrent Private Placement is subject to certain conditions including, but not limited to,
receipt of all necessary approvals. Closing of the LIFE O Ưering is not conditional upon
closing of the Concurrent Private Placement.
As consideration for their services, the Agents will receive an aggregate cash fee equal to
6.0% of the gross proceeds of the LIFE OƯering and the Concurrent Private Placement
(subject to reduction with respect to sales made to “president’s list” investors), including
gross proceeds resulting in the exercise of the Agents’ Option, as applicable. In addition,
the Corporation will issue to the Agents non-transferable warrants (the “Agent Warrants”)
representing 6.0% of the aggregate number of Units issued pursuant to the LIFE OƯering
and the Concurrent Private Placement (subject to reduction with respect to sales made to
“president’s list” investors), including Units issued in connection with the exercise of the
Agents’ Option, as applicable. Each Agent Warrant will entitle its holder to purchase one
Unit at the OƯering Price for a 24-month period.
This news release does not constitute an o Ưer to sell or a solicitation of an oƯer to buy nor
shall there be any sale of any of the securities in any jurisdiction in which such o Ưer,
solicitation or sale would be unlawful, including any of the securities in the United States of
America. 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 oƯered 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
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.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
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” , “estimates” ,
“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 O Ưering and
Concurrent Private P lacement; completion of the O Ưering and Concurrent Private
Placement and the date of such completion, 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
diƯerent 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 di Ưer
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 diƯer 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