Collective Mining Announces C$18.9 Million Investment by a Strategic Investor
Collective Mining Announces C$18.9 Million Investment by a Strategic Investor
Toronto, Ontario, February 26, 2024 – Collective Mining Ltd. (TSX: CNL, OTCQX: CNLMF, FSE:
GG1) (“Collective” or the “Company”) is pleased to announce a strategic investment by a single
purchaser (the “Purchaser”) on a non- brokered private placement basis (the “Offering”) consisting
of the sale of 4,500,000 units (each a “Unit”), at a price of $4.20 per Unit for gross proceeds of
C$18.9 million. Each Unit will be comprised of one common share of the Company (a “Common
Share”) and one- half of one Common Share purchase warrant (each whole warrant, a
“Warrant”). Each Warrant will entitle the holder ther eof to acquire one Common Share (a “Warrant
Share”), subject to standard anti -dilution provisions, at a price of $5.01 per Warrant Share
exercisable until 5:00 p.m. (Toronto time) on the date that is 36 months following the closing date
of the Offering (th e “Warrant Term”), provided, however, that should the closing price at which the
Common Shares trade equal or exceed $6.00 for 20 consecutive trading days following the date
that is 24 months after the Closing Date, the Corporation may accelerate the Warrant Term to the
date which is 30 trading days following the date a notice is provided to holders of Warrants and a
press release is issued by the Corporation announcing the accelerated Warrant Term .
In connection with the Offering , the Company and the Purchaser will enter into an investor rights
agreement , pursuant to which the Purchaser will be entitled to certain rights, provided the
Purchaser maintains certain ownership thresholds in the Company , including: (a) the right to
participate in equity financings and top -up its holdings in relation to dilutive issuances in order to
maintain its pro rata ownership interest at the time of such financing or issuance or acquire up to
a 9.99% ownership interest in the Company on a partially -diluted basis ; and (b) the right to
nominate one person (and in the case of an increase in the size of the board of directors of the
Company to eight or more directors, two persons) to the board of directors of the Company (the
“Board”) in the event that the Purchaser’s ownership interest in the Company exceeds and remains
at or above 10%, on a partially -diluted basis (the “Board Nomination Right”) . The Company is
required to take certain steps to ensure the Board Nomination Right is effected , including, among
other things, nominating them for election at applicable shareholders meetings, including them in
the proxy materials, soliciting proxies in support of their election and, if necessary, appointing
them to the Board. For purposes of calculating the 10% threshold in respect of the Board
Nomination Right, certain issuances undertaken by the Company that the Purchaser does not
have the ability to participate in (including issuances of Common Shares pursuant to equity
compensation plans and upon the conversion, exchange or exercise of existing convertible
securities), are excluded from the calculation ( i.e., removed from the denominator when
calculating the threshold).
The proceeds of the Offering are required to be used for exploration on the Company’s properties
in Colombia and for general working capital purposes. Closing of the Offering is subject to the
receipt of regulatory approvals, including approval of the TSX, and is expected to close two
business days following receipt of such approval.
PowerOne Capital Markets Limited acted as an advisor to Collective in connection with the
Offering.
About Collective Mining Ltd.
To see our latest corporate presentation and related information, please visit
www.collectivemining.com
Founded by the team that developed and sold Continental Gold Inc. to Zijin Mining for
approximately $2 billion in enterprise value, Collective is a copper, silver, gold and tungsten
exploration company with projects in Caldas, Colombia. The Company has options to acquire
100% interests in two projects located directly within an established mining camp with ten fully
permitted and operating mines.
The Company’s flagship project, Guayabales, is anchored by the Apollo system, which hosts the
large-scale, bulk -tonnage and high- grade copper -silver- gold-tungsten Apollo porphyry system.
The Company’s near -term objective is to drill the shallow portions of the Apollo system, continue
to expand the overall dimensions of the system, which remains open in most directions and test
newly generated grassroots targets.
Management, insiders and close family and friends own nearly 45% of the outstanding shares of
the Company and as a result, are fully aligned with shareholders. The Company is listed on the
TSX under the trading symbol “CNL”, on the OTCQX under the trading symbol “CNLMF” and on
the FWB under the trading symbol “GG1” .
Information Contact:
Follow Executive Chairman Ari Sussman (@Ariski73) on X
Follow Collective Mining (@CollectiveMini1) on X, (Collective Mining) on LinkedIn, and
(@collectivemining) on Instagram
Investors and Media
Paul Begin, Chief Financial Officer
+1 (416) 451 -2727
FORWARD-LOOKING STATEMENTS
This news release contains “forward- looking information” within the meaning of the applicable
Canadian securities legislation. All statements, other than statements of historical fact, are
forward-looking information and are based on expectations, estimates and projections as at the
date of this news release. Any statement that involves discussion with respect to predictions,
expectations, beliefs, plans, projections, objectives, assumptions, future events or performance
(often, but not always using phrases such as “plans”, “expects”, “is expected”, “budget”,
“scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including
negative variations) of such words and phrases, or state that certain actions, events or results
“may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of
historical fact and may be forward -looking information. In this news release, forward -looking
information relates , among other things, to: statements with respect to the proposed Offering,
anticipated use of proceeds from the Offering, proposed activities and strategy anticipated,
advancement of mineral properties or programs; future operations; future recovery metal recovery
rates; future growth potential of Collective; and future development plans.
These forward -looking statements, and any assumptions upon which they are based, are made in
good faith and reflect our current judgment regarding the direction of our business. Management
believes that these assumptions are reasonable. Forward -looking information involves known and
unknown risks, uncertainties and other factors which may cause the actual results, performance
or achievements of the Company to be materially different from any future results, performance
or achievements expressed or implied b y the forward -looking information. Such factors include,
among others: completion of the Offering on the terms stated or at all, receipt of all regulatory
approvals, planed use of proceeds from the Offering, risks related to the speculative nature of the
Company’s business; the Company’s formative stage of development; the Company’s financial
position; possible variations in mineralization, grade or recovery rates; actual results of current
exploration activit ies; conclusions of future economic evaluations; fluctuations in general
macroeconomic conditions; fluctuations in securities markets; fluctuations in spot and forward
prices of gold, precious and base metals or certain other commodities; fluctuations in c urrency
markets; change in national and local government, legislation, taxation, controls regulations and
political or economic developments; risks and hazards associated with the business of mineral
exploration, development and mining (including environme ntal hazards, industrial accidents,
unusual or unexpected formation pressures, cave- ins and flooding); inability to obtain adequate
insurance to cover risks and hazards; the presence of laws and regulations that may impose
restrictions on mining; employee relations; relationships with and claims by local communities and
indigenous populations; availability of increasing costs associated with mining inputs and labour;
the speculative nature of mineral exploration and development (including the risks of obtai ning
necessary licenses, permits and approvals from government authorities); and title to properties,
as well as those risk factors discussed or referred to in the annual information form of the Company
dated May 2, 2023. Forward- looking information contained herein are made as of the date of this
news release and the Company disclaims any obligation to update any forward- looking
statements, whether as a result of new information, future events or results, except as may b e
required by applicable securities laws. There can be no assurance that forward -looking information
will prove to be accurate, as actual results and future events could differ materially from those
anticipated in such statements and there may be other factors that cause results not to be
anticipated, estimated or intended. Accordingly, readers should not place undue reliance on
forward-looking information.