Deep-South Closed $695,000 of a Non-Brokered Private Placement
DEEP-SOUTH CLOSED $695,000 OF A NON-BROKERED
PRIVATE PLACEMENT
VANCOUVER, BC
,
Feb. 14, 2023
/CNW/ - Deep-South Resources Inc. ("
Deep-South
" or the Company) (TSXV: DSM)
announces that it has closed the second and final tranche of its previously announced non-brokered private placement (the
"Private Placemen
t"). In the first tranche 4,200,000 units (each a "
Unit
") and in the second tranche 9,700,000 Units for a
total of 13,900,000 at a price of
$0.05
were issued for aggregate gross proceeds of
$695,000
. Each Unit was priced at
$0.05
and consists of one common share and one-half (1/2) of one common share purchase warrant (a "
Warrant"
). Each
whole warrant entitles the holder to purchase one common share of the Company at a price of
$0.10
per share for a period of
thirty six (36) months from the date of closing.
In aggregate, the two tranches of the Private Placement consisted of 13,900,000 Units for gross proceeds of
$695,000
. In
connection with the closing of the two tranches of the Private Placement, the Company paid aggregate cash finder's fee of
$20,220
and issued 404,400 non-transferable finder warrants of which entitle the holder to purchase one common share of the
Company at a price of
$0.10
per share for a period of thirty six (36) months from the date of closing the Private Placement.
Existing insiders participated in the private placement for an aggregate amount of
$10,000
being 1.44% of the private
placement.
All securities issued pursuant to the Private Placement are subject to a four-month hold period from the closing date in
accordance with applicable securities laws.
A portion of the Private Placement constitutes a "related party transaction" within the meaning of TSXV Policy 5.9 and
Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") adopted in the
Policy. The Company intends to rely on exemptions from the formal valuation and minority approval requirements in sections
5.5(b) and 5.7(e) of MI 61-101 on the basis that the Company is not listed on any specified senior stock exchanges and that
the Company is facing financial hardship and the transactions are designed to improve the Company's financial position.
The proceeds of the private placement will be used for further exploration on the projects in
Zambia
and for general working
capital.
About Deep-South Resources Inc.
Deep-South Resources is a mineral exploration and development company. Deep-South's growth strategy is to focus on the
exploration and development of quality assets in significant mineralized trends and in proximity to infrastructure in stable
countries. In using and assessing environmentally friendly technologies in the development of its copper projects, Deep-South
embraces the green revolution.
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.
Caution Regarding Forward-Looking Information
Information contained in this news release which are not statements of historical facts may be "forward-looking information"
for the purposes of Canadian securities laws. Such forward-looking information involves risks, uncertainties and other
factors that could cause actual results, performance, prospects and opportunities to differ materially from those expressed or
implied by such forward looking information. The words "believe", "expect", "anticipate", "contemplate", "plan", "intends",
"continue", "budget", "estimate", "may", "will", "schedule", "understand" and similar expressions identify forward-looking
information. These forward-looking statements relate to, among other things: the Minister's refusal to renew the Company's
Licence, the Company's intention to contest the Minister's decision before the Courts of
Namibia
and the outcome of such
proceedings.
Forward-looking information is necessarily based upon a number of estimates and assumptions that, while considered
reasonable by Deep-South, are inherently subject to significant technical, political, business, economic and competitive
uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from those
projected in the forward-looking information. Factors and assumptions that could cause actual results or events to differ
materially from current expectations include, among other things: political risks associated with the Company's operations in
Namibia
; the failure of the Namibian Government to comply with its continuing obligations under the Act to allow for the
renewal of the Licence; the impact of changes in, or to the more aggressive enforcement of, laws, regulations and
government practices; the inability of the Company and its subsidiaries to enforce their legal rights in certain circumstances.
For additional risk factors, please see the Company's most recently filed Management Discussions & Analysis available on
SEDAR at
www.sedar.com
.
There can be no assurances that forward-looking information and statements will prove to be accurate, as many factors and
future events, both known and unknown could cause actual results, performance or achievements to vary or differ materially
from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements
contained herein or incorporated by reference. Accordingly, all such factors should be considered carefully when making
decisions with respect to Deep-South, and prospective investors should not place undue reliance on forward looking
information. Forward-looking information in this news release is made as at the date hereof. The Company assumes no
obligation to update or revise forward-looking information to reflect changes in assumptions, changes in circumstances or
any other events affecting such forward-looking information, except as required by applicable legislation.
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SOURCE
Deep-South Resources Inc.
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For further information:
More information is available by contacting Pierre Léveillé, President & CEO at +1-819-340-0140 or
CO: Deep-South Resources Inc.
CNW 15:13e 14-FEB-23