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Closing of Non-Brokered Private Placement

TORONTO, ON / ACCESSWIRE / July 29, 2022 / Magna Terra Minerals Inc. (the "Company" or "Magna Terra") (TSXV:MTT) announces that it has closed its non-brokered private placement (see press release dated May 18, 2022) of gross proceeds totalling $858,000.

The Company has issued 4,450,000 Premium Flow-Through Units ("PFT Units") at a price of $0.14 per PFT Unit; and 2,350,000 Hard Dollar Units ("HD Units") at a price of $0.10 per HD Unit.

Each PFT Unit consisted of one (1) flow-through common share of the company and one half (1/2) of one flow-through common share purchase warrant. Each full flow-through common share purchase warrant will be exercisable for an additional common share of the Company at a price of $0.15 for 24 months from the date of issuance.

Each HD Unit consisted of one (1) common share of the company and one half (1/2) of one common share purchase warrant. Each full common share purchase warrant will be exercisable for an additional common share of the Company at a price of $0.15 for 24 months from the date of issuance.

The warrants issued in conjunction with this Offering will be subject to an Acceleration Clause, four (4) months plus one (1) day after the Closing Date of the Private Placement, whereby the Acceleration Clause will be in effect if the closing price of the common shares of the Company on the TSX Venture Exchange is equal to or greater than $0.35 for ten (10) consecutive trading days, entitling the Company to accelerate the expiry date of the warrants such that the holders of the warrants shall have a period of thirty (30) days to exercise the warrants upon deemed receipt of the Acceleration Notice.

The gross proceeds from the issuance of PFT Units will be used to incur "Canadian exploration expenses" that are "flow-through mining expenditures" (as such terms are defined in the Income Tax Act (Canada)) related to the Company's mineral exploration projects, in southern New Brunswick and western Newfoundland. The proceeds from the issuance of HD Units will be used for general working capital purposes.

In connection with the closing of the Private Placement, the Company paid $19,600 in finder's fees and issued 196,000 finders warrants to Haywood Securities Inc. The finders warrants are exercisable into common shares of the Company at a price of $0.15 for 24 months from the date of issuance, and are subject to the above mentioned acceleration clause; as permitted by the policies of the TSX Venture Exchange.

An Insider of the Company participated in the closing by acquiring 1,400,000 HD Units of the Company for total gross proceeds of $140,000.00. This subscription is considered to be a "related party transaction" for purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company did not file a material change report more than 21 days before the expected closing date of the Offering as the participation therein by such "related party" of the Company was not settled until shortly prior to the closing of the Offering. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on section 5.5(b) of MI 61-101 (Issuer Not Listed on a Specified Market). Additionally, the Company is exempt from minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(b) of MI 61-101 (Fair Market Value Not More Than $2,500,000).

All securities issued pursuant to the Private Placement will be subject to a regulatory four month and one day hold period.

About Magna Terra
Magna Terra Minerals Inc. is a precious metals focused exploration company, headquartered in Toronto, Canada. Magna Terra owns two district scale, resource stage gold exploration projects in the top-tier mining jurisdictions of New Brunswick and Newfoundland and Labrador. Further, the Company maintains a significant exploration portfolio in the province of Santa Cruz, Argentina which includes its precious metals discovery on its Luna Roja Project, as well as an extensive portfolio of district scale drill ready projects available for option or joint venture.

Forward-Looking Statements
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.

Cautionary Statements Regarding Forward-Looking Information
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.

This news release includes certain forward-looking statements concerning the use of proceeds of the Offering, the future performance of our business, its operations and its financial performance and condition, as well as management's objectives, strategies, beliefs and intentions. Forward-looking statements are frequently identified by such words as "may", "will", "plan", "expect", "anticipate", "estimate", "intend" and similar words referring to future events and results. Forward-looking statements are based on the current opinions and expectations of management. All forward-looking information is inherently uncertain and subject to a variety of assumptions, risks and uncertainties, including the speculative nature of mineral exploration and development, fluctuating commodity prices, the future tax treatment of the PFT Units, competitive risks and the availability of financing, as described in more detail in our recent securities filings available at Actual events or results may differ materially from those projected in the forward-looking statements and we caution against placing undue reliance thereon. We assume no obligation to revise or update these forward-looking statements except as required by applicable law.

Magna Terra Minerals Inc.
Lewis Lawrick
President and CEO, Director

SOURCE: Magna Terra Minerals Inc.

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