ValOre Closes CDN$1,771,750 First Tranche of Private Placement
Not For Distribution To United States Newswire Services Or For Dissemination In The United States
ValOre Closes CDN$1,771,750 First Tranche of Private Placement
August 7, 2019
Vancouver, B.C. ValOre Metals Corp. (TSX‐V: VO) (" ValOre") today announced the closing of the first
tranche of the previously announced p rivate placement ( the “Placement” ) see ValOre news release s,
dated June 6, 2019 and July 16, 2019). Pursuant to this financing, ValOre has issued 7,087,000 Units at a
price of $0.25 per U nit for gross proceeds of $1,771,750. Each Unit consists of one ValOre common
share (“Share”) and one‐ half of one common share purchase warrant (each whole common share
purchase warrant, a “Warrant”). Each Warrant will be ex ercisable into one Share for C$0.35 per Share
for a period of two years expiring August 6, 2021.
Gross proceeds will be used to fund costs of the Pedra Branca Platinum Group Metals a cquisition (the
“Transaction”), exploration expenditures on ValOre’s projects and working capital. Sufficient funds have
been committed by investors to exceed the minimum C $3‐million financing amount necessary to close
the Transaction. The Placement will close in multiple tranches, and insiders of ValO re will participate.
Any insider participation will be considered to be a related‐party transaction within the meaning of TSX
Venture Exchange Policy 5.9 and Multilateral Instrument 61 ‐101. ValOre Chairman and CEO, James
Paterson, (a related party as such term is defined in Mul tilateral Instrument 61 ‐101 – Protection of
Minority Security Holders in Special Transactions (“MI 61 ‐101”)) participated in the Private Placement
and acquired an aggregate of 4,100,000 Units . This portion of the Private Placement constituted a
related par ty transaction for the purposes of TSX Venture Exchange Policy 5.9 and MI 61 ‐101. The
Company relied on Section 5.5(a) of MI 61 ‐101 for an exemption from the formal valuation requirement
and Section 5.7(1)(a) of MI 61 ‐101 for an exemption from the minority shareholder approval
requirement of MI 61‐101 as the fair market value of the transaction insofar as the transaction involved
interested parties did not exceed 25% of the Company’s market capitalization. The Private Placement
was unanimously approved by t he directors of the Company, with Mr. Paterson disclosing his interests
and abstaining from voting with respect thereto. The Company did not file a material change report
more than 21 days before the expected closing of the Private Placement as the details of the Private
Placement and the participation therein by related parties of the Company were not settled until shortly
prior to closing and the Company wished to close on an expedited basis for sound business reasons.
Finders’ fees of $9,000 and 72,0000 warrants were issued to various finders related to the closing of this
tranche of the Placement. The finders ’ warrants have the same terms and conditions as the Warrants
issued to the subscribers under the Placement. All securities issued under this first tranche are subject
to TSXV and securities regulatory legends expiring on December 9, 2019. Completion of the financing is
subject to acceptance by the TSX Venture Exchange.
On behalf of the Board of Directors,
"Jim Paterson"
James R. Paterson, Chairman and CEO
ValOre Metals Corp.
For further information about, ValOre Metals Corp. or this news release, please visit our website
at www.valoremetals.com or contact Investor Relations toll free at 1.888.331.2269, at 604.646.4527, or
by email at [email protected].
ValOre Metals Corp. is a member of Discovery Group. For more information please visit:
www.discoverygroup.ca .
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.
This news release cont ains “forward ‐looking statements” within the meaning of applicable securities
laws, including statements regarding the use of proceeds of the Placement . Although ValOre believes
that the expectations reflected in its forward ‐looking statements are reasonab le, such statements have
been based on factors and assumptions concerning future events that may prove to be inaccurate.
These factors and assumptions are based upon currently available information to ValOre. Such
statements are subject to known and unknow n risks, uncertainties and other factors that could
influence actual results or events and cause actual results or events to differ materially from those
stated, anticipated or implied in the forward ‐looking statements. A number of important factors
including those set forth in other public filings could cause actual outcomes and results to differ
materially from those expressed in these forward‐looking statements. Factors that could cause the
actual results to differ materially from those in forward ‐looking statements include the future
operations of ValOre and economic factors. Readers are cautioned to not place undue reliance on
forward‐looking statements. The statements in this press release are made as of the date of this release
and, except as required by applicable law, ValOre does not undertake any obligation to publicly update
or to revise any of the included forward ‐looking statements, whether as a result of new information,
future events or otherwise. ValOre undertakes no obligation to comment on a nalyses, expectations or
statements made by third parties in respect of ValOre, or its financial or operating results or (as
applicable), their securities.