Duran Ventures Announces Fourth Closing of Private Placement Financing and Early Warning Report
Duran Ventures Announces Fourth Closing of Private
Placement Financing and Early Warning Report
Toronto, Ontario--(Newsfile Corp. - October 25, 2017) -
Duran Ventures Inc. (
TSXV:
DRV)
(BVL: DRV
)
("Duran" or the
"Company") is pleased to announce that it has completed today the fourth tranche of its previously announced $500,000 non-
brokered private placement financing (the "
Offering
"). The fourth tranche of the Offering consisted of the sale of 1,840,000 units
(the "
Units
") at $0.05 per Unit (the "
Unit Price
") for gross proceeds of $92,000. Each Unit consists of one common share of the
Company ("
Common Share
") and one half of one common share purchase warrant (each whole common share purchase
warrant a "
Warrant
"). Each Warrant entitles the holder thereof to purchase one additional Common Share at an exercise price
of $0.075 for a period of two years from the closing of the fourth tranche. In the event that the closing sale price of the Common
Shares on the TSX Venture Exchange ("TSXV") is greater than C$0.15 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 Corporation may accelerate the
expiry date of the Warrants by giving notice to the holders thereof (which notice 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 Corporation. All securities
issued in the fourth tranche are subject to a restricted period of four months and one day, expiring on February 26, 2018.
In total, the first four tranches of the Offering consisted of a total of 7,790,000 Units for aggregate gross proceeds to the
Company of $389,500. No finder's fees were paid in connection with the first four tranches. The Company may close one or
more additional tranches of the Offering; however there can be no assurances that any such closings will occur. The Offering is
subject to approval of the TSXV.
As previously announced, the net proceeds from the Offering will be used for the Aguila Norte plant commissioning and
operations, and general and administrative purposes.
Insiders of the Company acquired a total of 1,800,000 Units in the fourth 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 created, nor has there been any change of control as a result of the
fourth tranche.
Prior to the closing of the fourth tranche of the Offering, Mr. William R. Brown was the beneficial holder of 4,100,000 common
shares of Duran (representing 7.73% of the then issued and outstanding common shares) and 1,560,000 common share
purchase warrants of the Company (representing 10.37% of the then issued and outstanding common shares on a fully-diluted
basis). As a result of the Offering Mr. Brown, of Praca Carlos Chagas 49/504, Belo Horizonte MG, Brazil, acquired beneficial
ownership and control of 1,000,000 Units at the Unit Price per Unit. He thereby acquired 1,000,000 common shares (or an
additional 1.56%) in the Offering and now has ownership, direction and control over an aggregate of 5,100,000 common shares,
representing 9.29% of the issued and outstanding common shares of the Company (or 7,160,000 common shares and 12.57%
(or an additional 2.20%) of the Company's then outstanding common shares, assuming exercise of Mr. Brown's common 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. Brown for investment purposes. In the future, Mr. Brown 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.
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 an early warning report dated October 25, 2017. The
early warning report 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) 867-1591.
A
bout 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.
For further information on Duran please visit
www.duranventuresinc.com
.
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 or Oscar Pezo at (011)
511 422-1467
Website:
www.duranventuresinc.com
Email:
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 experience, 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 forward
looking statements and forward-looking information.