PA.V · 2019-03-01 12:00:00

Palamina Completes First Tranche of Private Placement

Financings

Toronto, Ontario--(Newsfile Corp. - March 1, 2019) -

Palamina Corp. (TSXV: PA)

Palamina

" or the "

Company

") is pleased

to announce that it has closed the first tranche of its non-brokered private placement offering (the "

Offering

") announced on

January 31, 2019 and February 8, 2019.

In this first tranche, the Company raised a total of $1,535,500 for the issuance of

5,118,332 units (the "

Units

") at the price of $0.30 per Unit. Up to an additional $664,500 is expected to be raised in a second

tranche closing for aggregate gross proceeds of the Offering of up to $2,200,000, which is expected to take place on or before

March 31, 2019.

Each Unit consists of one common share ("

Common Share

") and one warrant (a "

Warrant

").

Each Warrant is exercisable to

acquire one Common Share at a price of $0.50 for a period of two years after the date of issuance, provided that if after four

months and one day following the closing of the Offering, the closing price of the Common Shares on the TSX Venture Exchange

TSX-V

") is equal to or greater than $0.90 for 10 consecutive trading days, then the Company may accelerate the expiry date of

the Warrants by disseminating a press release, and in such case the Warrants will expire on the 45

day after the date on which

such press release is disseminated.

Net proceeds of the Offering will be used for general corporate and working capital purposes and to advance Palamina's gold

projects in south eastern Peru in the Puno Orogenic Gold Belt.

All securities issued pursuant to the Offering are subject to a

statutory hold period ending June 29, 2019. The Offering is subject to TSX-V acceptance of regulatory filings.

The purchase of Units pursuant to the Offering by Andrew Thomson, the President, Chief Executive Officer, and a director of the

Company, and Hugh Agro, Alistair Waddell, and Darin Wagner, each a director of the Company, (collectively, the "

Parties

") constituted a "related party transaction" as such term is defined by Multilateral Instrument 61-101 -

Protection of

Minority Security Holders in Special Transactions

MI 61-101

"). The Company was exempt from the MI 61-101 valuation and

minority approval requirements for related party transactions in connection with the Offering because the Company was not

listed on a stock exchange specified in section 5.5(b) of MI 61-101, and neither the fair market value of the Units purchased by

the Related Parties, nor the proceeds to be received by the Company in respect of the Related Parties' participation in the

Offering, exceeded $2,500,000.

The securities offered pursuant to the Offering have not been, nor will they be, registered under the United States

Securities Act

of 1933

, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons

absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer

to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer,

solicitation or sale would be unlawful.

About Palamina Corp.

Palamina has acquired the application and mining rights to five gold projects in south-eastern Peru in the Puno Orogenic Gold

Belt (POGB), one copper-gold project in the coastal I.O.C.G. belt in Southern Peru and holds 100% interest in one exploration

project in Mexico. Palamina trades on the TSX Venture Exchange under the symbol PA.

FOR FURTHER INFORMATION PLEASE CONTACT:

Andrew Thomson, President

Phone: (416) 987-0722 or visit

www.palamina.com

This news release contains certain "forward-looking statements" within the meaning of such statements under applicable

securities law. Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect",

"project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or

statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Various

assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements

throughout this news release. Forward-looking statements include, but are not limited to, the use of proceeds of the Offering,

the closing of an additional tranche, and the Company's future business plans. Forward-looking statements are based on the

opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and

uncertainties and other factors that could cause actual events or results to differ materially from those projected in the

forward-looking statements. The Company is under no obligation, and expressly disclaims any intention or obligation, to

update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as

expressly required by applicable law. A more complete discussion of the risks and uncertainties facing the Company

appears in the Company's continuous disclosure filings, which are available at www.sedar.com.

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.

/Not for distribution to U.S. news wire services or dissemination in the United States/

To view the source version of this press release, please visit

https://www.newsfilecorp.com/release/43154

← Back to feed