/NOT FOR DISSEMINATION IN
THE UNITED STATES OR FOR
DISTRIBUTION TO UNITED STATES NEWS
WIRE SERVICES./
- Raised proceeds of $14,189,571 at $0.60 per Subscription Receipt
- Closing of financing is a condition of previously announced
Oro X and Latitude Silver merger
VANCOUVER, BC, April 16, 2021 /CNW/ - ORO X MINING CORP. (TSXV: OROX) (OTC:
WRPSF) ("Oro X" or the "Company") and Mines &
Metals Trading (Peru) PLC
("MMTP", also commercially known as "Latitude
Silver") are pleased to announce that MMTP Finco Inc. ("MMTP
Finco"), a wholly-owned subsidiary of Latitude Silver, has
closed its previously announced "best-efforts" private placement
(the "Offering") of subscription receipts ("Subscription
Receipts") at a price of $0.60
per Subscription Receipt for total gross proceeds of
$14,189,571. Each Subscription Receipt will
automatically convert into one common share in the capital of MMTP
Finco (each, a "MMTP Finco Share") upon the satisfaction of
the Escrow Release Conditions (as herein defined).
Closing of the Offering is a condition precedent to the
completion of the business combination (the "Transaction")
announced by Oro X and Latitude Silver on February 11, 2021. Concurrent with the completion
of the Transaction, Oro X will also acquire all of the issued and
outstanding MMTP Finco Shares pursuant to an amalgamation of MMTP
Finco and a newly formed wholly-owned subsidiary of Oro X (the
"Finco Amalgamation"). Pursuant to the Finco Amalgamation,
the MMTP Finco Shares will be exchanged for common shares of Oro X
("Oro X Shares") on the basis of one (1) Oro X Share to be issued for every one (1)
MMTP Finco Share. The Oro X Shares issued pursuant to the Finco
Amalgamation will not be subject to any hold period under
applicable Canadian securities laws.
Of the aggregate proceeds raised under the Offering $12,347,059 (being 20,578,433 Subscription
Receipts) was raised on a brokered basis (the "Brokered
Offering") and $1,842,512 (being
3,070,853 Subscription Receipts) on a non-brokered basis (the
"Non-Brokered Offering"). Echelon Wealth Partners Inc.
("Echelon") and Red Cloud Securities Inc. (together with
Echelon, the "Co-Lead Agents") acted as co-lead agents on
their own behalf and on behalf of a syndicate of agents including
Canaccord Genuity Corp. and Research Capital Corporation
(collectively with the Co-Lead Agents, the "Agents") for the
Brokered Offering. In connection with the Brokered Offering, the
Company paid the Agents a cash commission of $814,044. Upon closing of the Transaction and in
partial consideration for their services in connection with the
Brokered Offering, the Agents will also receive 1,466,908
compensation warrants of Oro X (the "Compensation
Warrants"). Each Compensation Warrant is exercisable by the
holder to acquire one common share in the capital of the Company (a
"Warrant Share") at a price of $0.60 per Warrant Share for a period of 24 months
following closing of the Transaction. Additionally, in
connection with the Non-Brokered Offering, the Company paid Echelon
a corporate finance fee of $36,850
and paid certain eligible finders a cash commission of $102,410.
The gross proceeds from the Offering less 50% of the Agents'
commission, corporate finance fee and expenses were deposited with
Odyssey Trust Company (the "Subscription Receipt Agent") in
escrow (the "Escrowed Proceeds") pursuant to a subscription
receipt agreement entered into among MMTP, MMTP Finco, the Lead
Agents, and the Subscription Receipt Agent. The Escrowed Proceeds
will be released by the Subscription Receipt Agent to MMTP Finco
upon receipt of a notice (the "Release Notice") to the
Subscription Receipt Agent the Co-Lead Agents and MMTP indicating:
(a) all conditions to the completion of the Transaction and the
Finco Amalgamation (other than the release of the Escrowed
Proceeds) have been satisfied or waived to the satisfaction of the
Co-Lead Agents, acting reasonably; (b) the receipt of all court,
regulatory (including stock exchange), shareholder and third-party
approvals, if any, required in connection with the Transaction and
the Finco Amalgamation; (c) the Oro X Shares issuable upon
completion of the Transaction and the Finco Amalgamation being
conditionally approved for listing on the TSX Venture Exchange and
the completion, satisfaction or waiver of all conditions precedent
to such listing, other than the release of the Escrowed Proceeds;
(d) the distribution of: (i) the securities underlying the
Subscription Receipts, including the Oro X Shares to be issued in
exchange for the MMTP Finco Shares pursuant to the Finco
Amalgamation, and (ii) the Oro X Shares to be issued in exchange
for MMTP Shares pursuant to the Transaction, being exempt from
applicable prospectus and registration requirements of applicable
securities laws; and (e) the Company, MMTP and MMTP Finco not
having committed any breach of the agency agreement in respect of
the Offering that has not been cured within five business days of
the receipt of notice from the Agents (collectively, the "Escrow
Release Conditions").
Following satisfaction of the Escrow Release Conditions, the net
proceeds of the Offering are expected to be used for mine
development and exploration activities at MMTP's Recuperada Mine,
and for general working capital.
About Oro X Mining
Oro X Mining is a Canadian exploration company currently
targeting high grade gold exploration in Peru. The Company's flagship asset is the
Coriorcco Gold Project in Ayacucho, Peru. Founders and management have a
successful track record of increasing shareholder value. For more
information visit our website at www.oroxmining.com.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities described in
this news release in the United
States. Such 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, accordingly, may not be offered or sold within
the United States, or to or for
the account or benefit of persons in the
United States or "U.S. Persons", as such term is
defined in Regulation S promulgated under the U.S. Securities Act,
unless registered under the U.S. Securities Act and applicable
state securities laws or pursuant to an exemption from such
registration requirements.
ON BEHALF OF THE BOARD
Luis Zapata
CEO & Director
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Cautionary Statement Regarding "Forward-Looking"
Information
Some of the statements contained in this news release are
forward-looking statements and information within the meaning of
applicable securities laws. Forward-looking statements and
information can be identified by the use of words such as
"expects", "intends", "is expected", "potential", "suggests" or
variations of such words or phrases, or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Forward-looking
statements in this news release include statements in respect of
the use of proceeds from the Offering, the closing of the
Transaction and the Finco Amalgamation. Forward-looking statements
and information are not historical facts and are subject to a
number of risks and uncertainties beyond the Company's control. In
particular, there is no assurance that the conditions precedent to
the Transaction and the Finco Amalgamation will be satisfied on the
terms currently proposed or at all. Actual results and developments
are likely to differ, and may differ materially, from those
expressed or implied by the forward-looking statements contained in
this news release. Accordingly, readers should not place undue
reliance on forward-looking statements. The Company undertakes no
obligation to update publicly or otherwise revise any
forward-looking statements, except as may be required by law.
SOURCE Oro X Mining Corp.
