PNG Copper Inc. Announces Closings of Private Placement and Debt Settlement
PNG Copper Inc. Announces Closings of
Private Placement and Debt Settlement
Toronto, Ontario--(Newsfile Corp. - August 17, 2022) - PNG Copper Inc. (CSE: PNGC) ("
PNG Copper
"
or the "
Company
") is pleased to announce the simultaneous closings of a brokered private placement
offering ("
Private Placement
") and settlement of outstanding indebtedness with senior management of
the Company ("
Debt Settlement
").
The Company, pursuant to the Private Placement, issued 2,000,000 units for gross proceeds of
C$100,000.00. In connection with the closing of the Private Placement, the Company paid a cash fee of
C$9,000.00 and issued 200,000 non-transferable broker warrants to its agent, IBK Capital Corp. ("
IBK
Capital
"). Each broker warrant is exercisable to acquire a unit at a price of $0.05 per unit for a period of
five (5) years from the closing date.
Each unit ("
Unit
") consisted of one (1) Class A common share in the capital of the Company ("
Common
Share
") and one Common Share purchase warrant ("
Warrant
"). Each whole Warrant entitles the holder
to purchase one additional Common Share at an exercise price of C$0.07 per Common Share, for a
period of five (5) years from the date of issuance.
The proceeds of the Private Placement will be used for development of the Keveri Project (Doriri
Prospect) and general working capital purposes.
The Company, pursuant to the Debt Settlement, issued (i) 500,000 Common Shares at a deemed price
of $0.05 per Common Share to settle indebtedness of C$25,000 owed to a senior manager of the
Company, and (ii) 6,263,285 Units at a deemed price of $0.05 per Unit to settle indebtedness of
C$313,164.27 owed to another senior manager of the Company.
The issuance of Units in relation to the Debt Settlement is a "related party transaction" pursuant to
Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("
MI 61-
101
"). The issuance of Units is exempt from the requirement to obtain minority approval pursuant to
paragraph 5.7(1) a. of MI 61-101, as the Debt Settlement does not exceed fair market value by more
than 25% of the market capitalization of the Company.
All securities issued and issuable pursuant to the Private Placement and the Debt Settlement will be
subject to a hold period of four months and one day from the date of closing.
About PNG Copper Inc.
PNG Copper Inc. is a mineral exploration company focused on acquiring, exploring, and developing
quality mineral properties in Papua New Guinea. The Company's core values are respect for the
Community, the Landowners, the environment and operating a safe workplace for its employees. The
Company is also committed to best practice standards of Corporate Governance.
For further information please visit the Company's website at
pngcopper.ca
or contact:
PNG Copper Inc.
Paul Rokeby, Chief Financial Officer
Tel: +1.705.465.1880
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there
be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful, including any of the securities in the United States of America. The securities have not been
and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act")
or any state securities laws and may not be offered or sold within the United States or to, or for account
or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under
the 1933 Act and applicable state securities laws, or an exemption from such registration
requirements is available.
Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the
policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Forward-Looking Statements
This Press Release contains forward-looking information within the meaning of applicable securities
laws.
When used in this document, the words "may", "would", "could", "will", "intend", "plan",
"anticipate", "believe", "estimate", "expect" and similar expressions are intended to identify forward-
looking statements.
Forward-looking information in this news release includes, but is not limited to,
information concerning the Private Placement and the Debt Settlement and the use of proceeds from
the Private Placement, the Company's objectives, goals or future plans, statements. Since forward-
looking statements are based on assumptions and address future events and conditions, by their very
nature they involve inherent risks and uncertainties which may cause actual results to differ materially
from the statements made.
These assumptions include industry assumptions relating to, the price of copper, gold and other
metals, currency and interest rate fluctuations, and assumptions concerning mineralization, mineral
recoveries, the ability to conduct exploration activities in Papua New Guinea, and assumptions
concerning COVID-19. Factors that could cause actual results to vary from the Company's stated
expectations include, but are not limited to, mineral price and exchange rate fluctuations, increased
competition and general economic and market factors, potential mineralization not being as
anticipated, uncertainties inherent in the estimation of mineral resources, exploration and mine
development plans, timing of the commencement of operations and estimates of market conditions,
failure to identify mineral resources, failure to convert estimated mineral resources to reserves, the
inability to complete a feasibility study which recommends a production decision, the preliminary
nature of metallurgical test results, delays in obtaining or failures to obtain required governmental,
environmental or other project approvals, political risks, uncertainties relating to the availability and
costs of financing needed in the future, changes in equity markets, inflation, changes in exchange
rates, fluctuations in commodity prices, delays in the development of projects, capital and operating
costs varying significantly from estimates.
Although the Company believes that the assumptions and factors used in preparing the forward-
looking information in this news release are reasonable, undue reliance should not be placed on such
information, which only applies as of the date of this news release, and no assurance can be given
that such events will occur in the disclosed time frames or at all. The Company disclaims any
intention or obligation to update or revise any forward-looking information, whether as a result of new
information, future events or otherwise, other than as required by law.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION,
DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN
OR INTO THE UNITED STATES
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/134101