Duran Announces Increase and Completion of Private Placement Financing
DURAN ANNOUNCES INCREASE AND COMPLETION OF PRIVATE PLACEMENT FINANCING
(Toronto, Ontario – July 19, 2018) Duran Ventures Inc. ( TSXV: DRV; BVL: DRV) (“Duran” or the
“Company”) announces that its previously announced $800,000 non-brokered private placement financing
(the “Offering”) has been increased to 16,500,000 units (the “Units”) at $0.05 per Unit (the “Unit Price”)
for gross proceeds of $825,000 . Each Unit consist s of one c ommon share of the Company (“ Common
Share”) and one common share purchase warrant (“ Warrant”). Each Warrant entitle s the holder to
purchase one additional Common Share at an exercise price of $0. 10 for a period of two years from the
closing of the Offering. In the event that the closing sale price of the Common Shares on the TSX Venture
Exchange (“TSXV”) is greater than $0.20 per share for a period of 20 consecutive trading days at any time
after the date that is four months and one day after the closing of the Offering, the Company may accelerate
the expiry date of the Warrants by giving notice to the holders thereof (which n otice may take the form of
a press release) and in such case the Warrants will expire on the 30th day after the date on which such
notice is given by the Co mpany. The Company entered into finder’s agreements with finders to assist the
Company with the Offe ring. The finder’s agreements entitle the finders to receive a cash fee equal to 6%
of the gross proceeds raised in the Offering from purchasers directly introduced to the Company by the
finders (“ Purchasers”). Additionally, the Company issued the finders share purchase warrants (the
“Finders Warrants ”) equal to 6% of the number of Units sold to purchasers directly introduced to the
Company by such finders. Each Finders Warrant is exercisable to purchase one Common Share at a price
of $0.05 for a period of two years from the closing of the Offering.
The Company also announces that it has closed the second and final tranche of the Offering. The second
tranche consisted of the sale of 7,360,000 units at $0.05 per Unit for gross proceeds of $368,000. In
connection with the second tranche finder’s fees of $ 9,600 in cash were paid and 72,000 Finders Warrants
were issued. All securities issued in the second tranche are subject to a restricted period of four months and
one day, expiring on November 20, 2018.
The Offering consisted of a total of 16, 500,000 Units for aggregate gross proceed s to the Company of
$825,000. In connection with the Offering finder’s fees of $ 28,320 in cash were paid and 446,400 Finders
Warrants were issued. The Offering is subject to final approval of the TSXV.
As previously announced t he net proceeds from the Offering will be used for the Aguila Norte plant
operations, and general and administrative purposes.
Insiders of the Company acquired a total of 2,710,000 Units in the s econd tranche (the “ Insider
Participation”), which is considered a related party transaction within the meaning of Multilateral
Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The
Company intends to rely on the exemptions from the valuation and minority shareholder approval
requirements of MI 61-101 contained in Sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101 in respect
of such Insider Participation. No new insiders were cre ated, nor has there been any change of control as a
result of the second tranche.
Prior to the closing of the second tranche of the Offering , Mr. Jeffrey Reeder was the beneficial holder of
5,550,985 common shares of Duran (representing 7.71% of the then issued and outstanding common shares)
and 1,581,000 common share purchase warrants of the Company (representing 9.70% of the then issued
and outstanding common shares on a fully -diluted basis). As a result of the Offering Mr. Reeder acquired
beneficial ownership and control of 2,300,000 Units in the Offering at the Unit Price per Unit . He thereby
acquired 2,300,000 common shares (or an additional 2.19%) in the Offering and now has ownership,
direction and control over an aggregate of 7,850,985 common shares, representing 9.90% of the issued and
outstanding common shares of the Company (or 11,731,985 common shares and 14.10% (or an increase of
4.40%) of the Company’s then outstanding common shares, assuming exercise of Mr. Reeder’s comm on
share purchase warrants on a partially diluted basis). The common shares were issued from treasury of the
Company pursuant to the Offering and were not acquired on the secondary market.
The Units were acquired by Mr. Reeder for investment purposes . In the future, Mr. Reeder may acquire
additional securities of the Company or dispose of such securities through the market or otherwise subject
to a number of factors, including general market and economic conditions, other investment and business
opportunities available and other circumstances.
Prior to the closing of the second tranche of the Offering, Mr. William R. Brown was the beneficial holder
of 8,498,000 common shares of Duran (representing 11.81% of the then issued and outstanding common
shares) and 816,000 common share purchase warrants of the Company (representing 12. 80% of the then
issued and outstanding common shares on a fully -diluted basis). Mr. Brown did not acquire any Units in
the Offering and a s a result of the Offering Mr. Brown now has ownership, direction and control over an
aggregate of 8,498,000 common shares, representing 10.71% of the issued and outstanding common shares
of the Company (or 9, 314,000 common shares and 1 1.62% (or a reduction of 1.18%) of the Company’s
then outstanding common shares, assuming exercise of Mr. Brown’s common share purchase warrants on
a partially diluted basis).
In the future, Mr. Brown may acquire additional securities of the Company or dispose of suc h securities
through the market or otherwise subject to a number of factors, including general market and economic
conditions, other investment and business opportunities available and other circumstances.
Prior to the closing of the second tranche of the Offering, Mr. Richard Mazur was the beneficial holder of
3,772,476 common shares of Duran (representing 5.24% of the then issued and outstanding common
shares) and 1,200,000 common share purchase warrants of the Company (representing 6.80% of the then
issued and outstanding common shares on a fully -diluted basis). Mr. Mazur did not acquire any Units in
the Offering and a s a result of the Offering and various other share issuances by the Company since Mr.
Mazur filed his last Early Warning Report, Mr. Mazur now has ownership, direction and control over an
aggregate of 3,772,476 common shares, representing 4.76% of the issued and outstanding common shares
of the Company (or 4,972,476 common shares and 6.17% (or a reduction of 0.63%) of the Company’s then
outstanding common shares, assuming exercise of Mr. Mazur’s common share purchase warrants on a
partially diluted basis).
In the future, Mr. Mazur may acquire additional securities of the Company or dispose of such securities
through the mark et or otherwise subject to a number of factors, including general market and economic
conditions, other investment and business opportunities available and other circumstances.
This news release is being issued in accordance with National Instrument 62 -103 – The Early Warning
System and Related Take -Over Bid and Insider Reporting Issues in connection with the filing of early
warning reports dated July 19, 2018. The early warning reports will be filed on the System for Electronic
Document Analysis and Review (“SEDAR”) under the Company’s profile at www.sedar.com and may be
obtained by contacting Dan Hamilton at (416) 86 7-1591.
About Duran
Duran Ventures Inc. is a Canadian exploration company focused on mineral processing and the exploration
and development of precious and base metal properties in Peru.
Duran Ventures Inc. is a Canadian resource company Listed on the
TSX Venture Exchange and the Bolsa de Valores de Lima: Symbol “DRV”
For additional information, contact: Jeffrey Reeder Tel: (647) 302-3290
Website: www.duranventuresinc.com Email: [email protected]
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.
Disclosure Regarding Forward -Looking Statements: This press release contains certain “Forward -Looking
Statements” within the meaning of applicable securities legislation. We use words such as “might”, “will”, “should”,
“anticipate”, “plan”, “expect”, “believe”, “estimate”, “forecast” and similar terminology to identify forward looking
statements and forward -looking information. Such statements and information are based on assumptions,
estimates, opinions and analysis made by management in light of its exper ience, current conditions and its
expectations of future developments as well as other factors which it believes to be reasonable and relevant.
Forward-looking statements and information involve known and unknown risks, uncertainties and other factors
that may cause our actual results to differ materially from those expressed or implied in the forward -looking
statements and information and accordingly, readers should not place undue reliance on such statements and
information. Risks and uncertainties are more fully described in our annual and quarterly Management’s Discussion
and Analysis and in other filings made by us with Canadian securities regulatory authorities and available at
www.sedar.com. While the Company believes that the expectations expressed by such forward-looking statements
and forward -looking information and the assumptions, estimates, opinions and analysis underlying such
expectations are reasonable, there can be no assurance that they will prove to be correct. In evaluating forward -
looking statements and information, readers should carefully consider the various factors which could cause actual
results or events to differ materially from those expressed or implied in the forw ard looking statements and
forward-looking information.