Inventus Mining Completes Private Placement Financing
NEWS RELEASE TSX-V Trading Symbol: IVS
Inventus Mining Completes Private Placement Financing
Not for Distribution to United States Wire Services or Dissemination in The United States
TORONTO, Jan. 20, 2020 -- Inventus Mining Corp. (TSX VENTURE: IVS) (“Inventus” or the “Company”) is pleased to
announce that it has closed the previously announced non-brokered private placement of 12,400,000 units of the Company
(“Units”) at $0.105 per Unit for gross proceeds of $1.3 million (the “Offering”). Each Unit consists of one common share of the
Company (a “Common Share”) and one Common Share purchase warrant (a “Warrant”). Each Warrant is exercisable into a
Common Share at $0.17 for two years.
The Offering of the Units is subject to the receipt of all required corporate and regulatory approvals including the approval of the
TSX Venture Exchange (“TSX-V”). All securities issued and issuable pursuant to the Offering will be subject to a four month
and one day statutory hold period. Proceeds of the Offering will be used to fund exploration on the Sudbury 2.0 Project, to
advance bulk sampling at the Pardo Project, and for general corporate purposes.
In connection with the Offering, the Company paid a commission of $51,453 and issued 816,720 finders’ warrants with each
finders’ warrant exercisable into a Unit at $0.105 per Unit for a period of one year.
Related Party Transaction
In connection with the Offering, certain insiders of the Company, including officers, holders of 10% or more of the issued and
outstanding common shares of the Company and directors of 10% holders, have agreed to acquire an aggregate 4,666,529
Units, for gross proceeds of $489,986. The acquisition of 4,666,529 Units by insiders in connection with the Offering will be
considered a "related party transaction" pursuant to Multilateral Instrument 61-101- Protection of Minority Security Holders in
Special Transactions ("MI 61-101") requiring the Company, in the absence of exemptions, to obtain a formal valuation for, and
minority shareholder approval of, the “related party transaction”. The Company is relying on an exemption from the formal
valuation requirements of MI 61-101 available because no securities of the Company are listed on specified markets, including
the TSX, the New York Stock Exchange, the American Stock Exchange, the NASDAQ or any stock exchange outside of
Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the PLUS
markets operated by PLUS Markets Group plc. The Company is also relying on the exemption from minority shareholder
approval requirements set out in MI 61-101 as the fair market value of the participation in the Offering by the insiders does not
exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.
Early Warning Report
Evanachan Limited, a company owned and controlled by Rob McEwen has acquired 2,381,000 Units for gross proceeds of
$250,005. Immediately prior to the closing of the Offering, Mr. McEwen beneficially owned 23,035,833 Common Shares and
1,200,000 Common Share purchase warrants of the Company (representing approximately 20.9% of the total issued and
outstanding Common Shares on a non-diluted basis, or approximately 21.7% of the total issued and outstanding Common
Shares on a partially diluted basis) and, accordingly, is an “insider” of the Company. The acquisition of 2,381,000 Units by
Evanachan Limited in connection with the Offering will be considered a "related party transaction" pursuant to MI 61-101. The
Company is relying on an exemption from the formal valuation requirements of MI 61-101 available on the basis of the
Company not being listed on a specified stock exchange, including the Toronto Stock Exchange, the New York Stock
Exchange, the American Stock Exchange, the NASDAQ and certain overseas exchanges. The Company is also relying on
the exemption from minority shareholder approval requirements under MI 61-101, as the fair market value of the participation in
the Offering by Evanachan Limited does not exceed 25% of the market capitalization of the Company, as determined in
accordance with MI 61-101.
Following the acquisition of Units pursuant to the Offering, Mr. McEwen beneficially owns 25,416,833 Common Shares and
3,581,000 Common Share purchase warrants of the Company (representing approximately 20.7% of the total issued and
outstanding Common Shares on a non-diluted basis, or approximately 23.0% of the total issued and outstanding Common
Shares on a partially diluted basis). The Units were acquired by Mr. McEwen for investment purposes, and depending on
market and other conditions, he may from time to time in the future increase or decrease his ownership, control or direction
over securities of the Company through market transactions, private agreements, or otherwise. For the purposes of this notice,
the address of Mr. McEwen is 150 King St. West, Suite 2800, Toronto, ON M5H 1J9. In satisfaction of the requirements of the
National Instrument 62-104 - Take-Over Bids and Issuer Bids and National Instrument 62-103 - The Early Warning System and
Related Take-Over Bid and Insider Reporting Issues, an early warning report respecting the acquisition of Units by Rob
McEwen will be filed under the Company’s SEDAR Profile at www.sedar.com.
About Inventus Mining Corp.
Inventus is a mineral exploration and development company focused on the world-class mining district of Sudbury, Ontario.
Our principal assets are a 100% interest in the Pardo Paleoplacer Gold Project and the Sudbury 2.0 Project located northeast
of Sudbury. Pardo is the first important paleoplacer gold discovery found in North America. Inventus has 122,701,069 common
shares outstanding (138,431,069 shares on a fully diluted basis).
Visit http://www.inventusmining.com for more information.
For further information, please contact:
Mr. Stefan Spears
Chairman and CEO
Inventus Mining Corp.
Tel: (647) 258-0395 x280
E-mail: [email protected]
Neither TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility
for the adequacy or accuracy of this release. No stock exchange, regulation services provider, securities commission or other
regulatory authority has approved or disapproved the information contained in this news release.
Forward-Looking Statements
This News Release includes certain “forward-looking statements” which are not comprised of historical facts. Forward-looking
statements include estimates and statements that describe the Company’s future plans, objectives or goals, including words
to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may
be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “if”, “yet”, “potential”,
“undetermined”, “objective”, or “plan”. Since forward-looking statements are based on assumptions and address future events
and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on
information currently available to the Company, the Company provides no assurance that actual results will meet
management’s expectations. Risks, uncertainties and other factors involved with forward-looking information could cause
actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such
forward-looking information. Forward looking information in this news release includes, but is not limited to, the Company’s
objectives, goals or future plans, statements, exploration results, potential mineralization, the estimation of mineral resources,
exploration and mine development plans, timing of the commencement of operations and estimates of market conditions.
Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to
the failure to identify mineral resources, failure to convert estimated mineral resources to reserves, the inability to complete a
feasibility study which recommends a production decision, the preliminary nature of metallurgical test results, delays in
obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, inability to fulfill
the duty to accommodate First Nations and other indigenous peoples, uncertainties relating to the availability and costs of
financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity
prices, delays in the development of projects, capital and operating costs varying significantly from estimates and the other
risks involved in the mineral exploration and development industry, and those risks set out in the Company’s public documents
filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking
information in this news release are reasonable, undue reliance should not be placed on such information, which only applies
as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or
at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a
result of new information, future events or otherwise, other than as required by law.