Orcus Resources Ltd. and Western Metallica Corp. Announce Closing of Subscription Receipt Offering
ORCUS RESOURCES LTD. AND WESTERN METALLICA CORP. ANNOUNCE
CLOSING OF SUBSCRIPTION RECEIPT OFFERING
Vancouver, British Columbia, November 23, 2021 – Orcus Resources Ltd. (“Orcus”)
(TSXV: ORCS.P) and Western Metallica Corp. (“ Western Metallica ”) are pleased to
announce that Western Metallica has closed its previously-announced brokered private
placement (the “Offering”) of subscription receipts (“Subscription Receipts ”). Under
the Offering, Western Metallica issued 26,667,000 Subscription Receipts at a price of
$0.30 per Subscription Receipt for gross proceeds to Western Metallica of approximately
$8 million. The Offering was completed pursuant to an agency agreement dated
November 23, 2021 among Western Metallica, Orcus and Clarus Securities Inc. (the
“Agent”). The Subscription Receipts are governed by the terms of a subscription receipt
agreement (the “ Subscription Receipt Agreement ”) entered into among Western
Metallica, Clarus and the Endeavor Trust Corporation ("Endeavor").
As previously announced, on November 1, 2021, Western Metallica and Orcus entered
into a letter of intent setting out the terms of the reverse take-over of Orcus by
shareholders of Western Metallica by way of a share exchange, amalgamation or similar
transaction (the “RTO”).
The gross proceeds from the sale of the Subscription Receipts, less the Agent's
commission and expenses and an initial advance to Western Metallica of $750,000 paid
at the closing of the Offering are being held in escrow by Endeavor in accordance with
the Subscription Receipt Agreement dated November 23, 2021 among Western
Metallica, Endeavor and the Agent and will be released to Western Metallica upon
satisfaction and/or waiver of certain escrow release conditions (the “ Escrow Release
Conditions”), including completion of all conditions precedent to the RTO. If the Escrow
Release Conditions are satisfied or waived on or before February 23, 2022 (subject to
extension pursuant to the terms of the Subscription Receipt Agreement), the escrowed
proceeds from the Offering will be released to Western Metallica. If the Escrow Release
Conditions are not satisfied or waived by that date or the RTO is terminated prior thereto,
the gross proceeds and pro rata entitlement to interest earned on the escrowed proceeds
will be paid to the holders of the Subscription Receipts. Western Metallica will use the
net proceeds from the Offering for general corporate and working capital purposes.
Upon satisfaction of the Escrow Release C onditions, each Subscription Receipt will be
automatically exchanged, without any further action by its holder, and for no additional
consideration, for one common share of Western Metallica (a “ Western Metallica
Share”) and one half of one common share purchase warrant (a “ Western Metallica
Warrant”) of Western Metallica. Immediately following the issuance of the Western
Metallica Shares and Western Metallica Warrants upon conversion of Subscription
Receipts, each Western Metallica Share will be exchanged for one common share of
Orcus (each, a “Resulting Issuer Shares”) and each Western Metallica Warrant will be
exchanged for one common share purchase warrant of Orcus (each, a “Resulting Issuer
Warrant”). Each Resulting Issuer Warrant will be exercisable for one Resulting Issuer
Share (each, a “ Resulting Issuer Warrant Share ”) at a price of $0.45 per Resulting
Issuer Warrant Share for a period of 24 months following closing of the Offering or earlier
in the event that closing trading price of the Resulting Issuer Shares is greater than $0.75
for a period of ten consecutive trading days on a recognized stock exchange.
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In connection with the Offering, Western Metallica paid the Agent on the closing of the
Offering a cash commission in an aggregate amount $364,161 and issued 1,213,870
broker warrants to the Agent, each entitling the Agent to purchase one (1) Western
Metallica Share at a price of $0.30 until November 23, 2023.
About Orcus Resources Ltd.
Orcus was incorporated under the Business Corporations Act (British Columbia) on
September 28, 2020, and is a capital pool company listed on the TSX Venture Exchange.
Orcus has no commercial operations and has no assets other than cash. The only
business of Orcus is to identify and evaluate assets or businesses with a view to
completing a qualifying transaction, in accordance with Policy 2.4 of the TSX Venture
Exchange.
About Western Metallica Corp.
Western Metallica is a private company existing under the laws of the Province of Ontario
and is in the business of mineral resource exploration and development. Western Metallica
has an interest in three Spanish gold projects in the “Navelgas Gold Belt” in Asturias
(Penedela, Valledor and Sierra Alta) and one project located in Andalucia (Nueva Celti).
Both Nueva Celti and Valledor and the Penedela extension are 100% owned by Western
Metallica and are not subject to any royalty payments. Western Metallica has an option to
acquire 100% interest in the Penedela project.
General
All information contained in this press release with respect to Orcus and Western Metallica
was supplied by the parties respectively for inclusion herein, and each party and its
directors and officers have relied on the other party for any information concerning the
other party.
In connection with the Offering, Miller Thomson LLP acted as legal counsel to Western
Metallica and Orcus and Borden Ladner Gervais LLP acted as legal counsel to the Agent.
For further information:
Deepak Varshney
Chief Executive Officer, Corporate Secretary and Director
778-899-1780
Greg Duras
Chief Financial Officer and Director
416-576-3136
Cautionary Note Regarding Forward-Looking Information
Certain information in this press release may contain forward-looking statements. This
information is based on current expectations that are subject to significant risks and
uncertainties that are difficult to predict. Such forward-looking statements or information
include but are not limited to statements or information with respect to: the Escrow
Release Conditions; the use of net proceeds from the Offering; the terms and conditions
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of the RTO; the exchange ratio under the RTO; the details of any securities issuances,
conversions; and the closing of the RTO. Often, but not always, forward-looking
statements or information can be identified by the use of words such as “estimate”,
“project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and
the negative of these words or such variations thereon or comparable terminology are
intended to identify forward-looking statements and information. Actual results might differ
materially from results suggested in any forward-looking statements. Additional
information identifying risks and uncertainties is contained in filings by Orcus with the
Canadian securities regulators, which filings are available at www.sedar.com.
With respect to forward-looking statements and information contained herein, Western
Metallica and Orcus have made numerous a ssumptions including among other things,
assumptions about general business and economic conditions of Western Metallica and
the market in which it operates. The foregoing list of assumptions is not exhaustive.
Although management of Western Metallica and Orcus believe that the assumptions
made and the expectations represented by such statements or information are
reasonable, there can be no assurance that forward-looking statements or information
herein will prove to be accurate. Forward-looking statements and information by their
nature are based on assumptions and invo lve known and unknown risks, uncertainties
and other factors which may cause actual results, performance or achievements, or
industry results, to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements or information.
Orcus and Western Metallica do not undertake to update any forward-looking information,
except in accordance with applicable securities laws. There can be no assurance that the
RTO will be completed as proposed or at all.
Neither the TSX Venture Exchange nor its Regulat ion Services Provider (as that term is
defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy
or accuracy of this release.
This press release does not constitute an offer to sell or a solicitation of an offer
to buy any of the securities in the United States. The securities have not been and
will not be registered under the United States Securities Act of 1933, as amended
(the “U.S. Securities Act”) or any state securities laws and may not be offered or
sold within the United States unless registered under the U.S. Securities Act and
applicable state securities laws, unless an exemption from such registration is
available.
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IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.