Tesoro Minerals Announces Completion of Private Placement
September 20 2019 - 9:30AM
(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 $205,000
by the issuance of 4,100,000 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 $12,000.
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 January 21, 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
peter.tegart@gmail.com 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 anticipated use of proceeds from 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, 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.
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