Unit consists of one common share (a "Share") and one transferable common share purchase
TESORO MINERALS CORP.
Suite 915, 700 West Pender Street
Vancouver, British Columbia
Canada V6C 1G8
TESORO MINERALS ANNOUNCES COMPLETION OF PRIVATE PLACEMENT
(Not for distribution to United States newswire services or for dissemination in the
United States of America)
August 12, 2020 (TSX Venture: TES) – Tesoro Minerals Corp., (“Tesoro” or the “Company”) is
pleased to announce that it has completed its previously announced non-brokered private
placement financing (the “Private Placement”) raising aggregate gross proceeds of $336,150 by
the issuance of 6,723,000 units (a “Unit”) at $0.05 per Unit (all dollar amounts in CAD$). Each
Unit consists of one common share (a "Share") and one transferable common share purchase
warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant will entitle the
holder to purchase one additional Share at a price of $0.10 per Share for a period of two years
from the date hereof.
In connection with the Private Placement, the Company paid a finder’s fee to Haywood Securities
Inc. in respect of subscribers introduced to the Company, which consisted of a cash payment of
$20,169.
The net proceeds of the Private Placement are expected to be used by Tesoro for general working
capital and operating expenses to support business efforts.
All securities issued under the Private Placement are subject to a four month and one-day
restricted resale period expiring on December 13, 2020 in accordance with the policies of the TSX
Venture Exchange and applicable securities laws.
One insider of the Company participated in the Private Placement, thereby making the Private
Placement a “related party transaction”, as defined under Multilateral Instrument – Protection of
Minority Security Holders in Security Transactions (“MI 61-101”). The Private Placement was
exempt from the formal valuation and minority shareholder approval requirements of MI 61-101
as the Company is not listed on a specified market (as set out in Section 5.5(b) of MI 61-101) and
the fair market value of the Units issued to, nor the consideration paid by, the insider exceeded
$2,500,000 (as set out in Section 5.7(1)(b) of MI 61-101). A material change report in respect of
the Private Placement will be filed less than 21 days before closing of the Private Placement as
the closing date and the participation by the related party were not settled until shortly prior to
closing and the Company wished to complete the Private Placement in an expeditious manner
for sound business reasons.
About Tesoro
The Company has assembled a team of experienced geoscientists with extensive exploration
experience in the Americas with the aim of acquiring other assets. For further information on the
Company please contact Peter Tegart, President & CEO at [email protected] or at (604)
349-1244.
On Behalf of the Board of Directors
“Peter Tegart”
Peter Tegart
President & Chief Executive Officer
Neither the TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts
responsibility for the adequacy or accuracy of this release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy 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 (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or
to U.S. Persons (as defined in the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable
state securities laws, or an exemption from such registration is available.
Cautionary Statements regarding Forward-Looking Information
Certain statements contained in this press release constitute forward-looking information. These
statements relate to future events or future performance. The use of any of the words "could",
"intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and
statements relating to matters that are not historical facts are intended to identify forward-looking
information and are based on the Company's current belief or assumptions as to the outcome and
timing of such future events. Actual future results may differ materially.
All statements including, without limitation, statements relating to the ability to complete the
offering on the proposed terms or at all, anticipated use of proceeds from the offering and receipt
of regulatory approvals with respect to the offering as well as any other future plans, objectives
or expectations of the Company are forward-looking statements that involve various risks and
uncertainties. There can be no assurance that such statements will prove to be accurate and
actual results and future events could differ materially from those anticipated in such statements.
Important factors that could cause actual results to differ materially from the Company's plans or
expectations include risks relating to the availability of capital and financing, general economic,
market or business conditions, regulatory changes, the COVID-19 pandemic or other similar
health crisis, timeliness of government or regulatory approvals and other risks detailed herein and
from time to time in the filings made by the Company with securities regulators. The Company
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 otherwise required
by applicable securities legislation.