Palamina Completes Oversubscribed $2.15 Million Private Placement
Palamina Completes Oversubscribed $2.15 Million
Private Placement
Toronto, Ontario--(Newsfile Corp. - February 26, 2018) - Palamina Corp. (TSXV: PA) has closed a non-brokered private
placement offering of 7,166,667 Units at a purchase price of $0.30 per Unit, for aggregate gross proceeds of $2,150,000. On
February 1, 2018, Palamina announced a $2,000,000 placement but due to demand elected to increase the placement by
$150,000 yet remain under 30,000,000 shares outstanding. After giving effect to the financing Palamina has 29,621,381 shares
outstanding.
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 until August 26, 2019, 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
th
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 27, 2018. 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 "
Related
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 is directed by a group of proven mine finders focused on securing mining assets in the America's with the potential to
host significant gold deposits. Palamina has acquired the application and mining rights to five areas in the Puno gold belt and
one project in the coastal I.O.C.G. belt in Southern Peru and holds 100% interest in one exploration project in Mexico. Palamina
has 29,621,381 shares outstanding and 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
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/