VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 1, 2011) -Metropolitan Mining Inc. (TSX VENTURE:MNZ) -
THIS PRESS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Metropolitan Mining Inc. ("Metropolitan" or the "Company") announces that it intends to complete a non-brokered private placement (the "Placement") pursuant to which it proposes to issue up to 5,900,000 units. Each unit (a "Unit") will be issued at a price of $0.06 per Unit and consist of one common share and one share purchase warrant (a "Share Purchase Warrant"), for gross proceeds of up to $354,000. Each Share Purchase Warrant will entitle the holder thereof to acquire one common share of the Company at a price of $0.10 for a period of two years from the date of issue. The Common Shares and the Warrants issued in connection with this Placement will be subject to a four-month hold period from the closing date, as prescribed by the TSX Venture Exchange and applicable securities laws.
Directors and officers of the Company will acquire up to 50% of the Units under the Placement, including Michael Thomson, CEO and a director of the Company, who has indicated his intention to subscribe for up to CDN$ 75,000 or 1,250,000 Units. Any such participation would be considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any units issued to nor the consideration paid by such persons will exceed 25% of the Company's market capitalization calculated as of the close of trading on the TSX Venture Exchange on May 31, 2011.
The proposed use of proceeds from the Placement is to provide corporate overhead for a one year period, to provide Metropolitan with a reserve for asset acquisition investigations and for general working capital purposes.
Metropolitan, a junior mining company, currently holds an interest in a copper/gold exploration property located in Salta, Argentina, pursuant to an option agreement. Management of the Company continues to investigate potential resource property acquisitions and other opportunities on an ongoing basis.
ON BEHALF OF THE BOARD OF DIRECTORS
Michael G. Thomson, President, CEO & Director
Certain information contained in this press release, including information and statements which may contain words such as "could", "plans", "should", "anticipates", "expect", "believe", "will", and similar expressions and statements relating to matters that are not historical facts are forward-looking information. Forward-looking statements are based on the opinions and estimates of management relying on their experience at the date the statements are made, and are subject to a variety of risks, uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements including, but not limited to delays or uncertainties with regulatory approvals, including that of the TSXV, changes in the business environment that might impact the intended use of proceeds and terms of the financing and changes in the intention of the parties to subscribe to the private placement. All of the forward-looking information contained in this press release is qualified by this cautionary statement. There can be no assurance that the actual results or developments anticipated by the Company, as expressed or implied by the forward-looking information, will be realized or, even if substantially realized, that they will have the expected consequences to or effects on the Company or its business operations. The Company disclaims any intention or obligation to update or revise any forward-looking information as a result of new information or future events. Readers should not place undue reliance on forward-looking information.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.
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.
THIS PRESS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Metropolitan Mining Inc. ("Metropolitan" or the "Company") announces that it intends to complete a non-brokered private placement (the "Placement") pursuant to which it proposes to issue up to 5,900,000 units. Each unit (a "Unit") will be issued at a price of $0.06 per Unit and consist of one common share and one share purchase warrant (a "Share Purchase Warrant"), for gross proceeds of up to $354,000. Each Share Purchase Warrant will entitle the holder thereof to acquire one common share of the Company at a price of $0.10 for a period of two years from the date of issue. The Common Shares and the Warrants issued in connection with this Placement will be subject to a four-month hold period from the closing date, as prescribed by the TSX Venture Exchange and applicable securities laws.
Directors and officers of the Company will acquire up to 50% of the Units under the Placement, including Michael Thomson, CEO and a director of the Company, who has indicated his intention to subscribe for up to CDN$ 75,000 or 1,250,000 Units. Any such participation would be considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any units issued to nor the consideration paid by such persons will exceed 25% of the Company's market capitalization calculated as of the close of trading on the TSX Venture Exchange on May 31, 2011.
The proposed use of proceeds from the Placement is to provide corporate overhead for a one year period, to provide Metropolitan with a reserve for asset acquisition investigations and for general working capital purposes.
Metropolitan, a junior mining company, currently holds an interest in a copper/gold exploration property located in Salta, Argentina, pursuant to an option agreement. Management of the Company continues to investigate potential resource property acquisitions and other opportunities on an ongoing basis.
ON BEHALF OF THE BOARD OF DIRECTORS
Michael G. Thomson, President, CEO & Director
Certain information contained in this press release, including information and statements which may contain words such as "could", "plans", "should", "anticipates", "expect", "believe", "will", and similar expressions and statements relating to matters that are not historical facts are forward-looking information. Forward-looking statements are based on the opinions and estimates of management relying on their experience at the date the statements are made, and are subject to a variety of risks, uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements including, but not limited to delays or uncertainties with regulatory approvals, including that of the TSXV, changes in the business environment that might impact the intended use of proceeds and terms of the financing and changes in the intention of the parties to subscribe to the private placement. All of the forward-looking information contained in this press release is qualified by this cautionary statement. There can be no assurance that the actual results or developments anticipated by the Company, as expressed or implied by the forward-looking information, will be realized or, even if substantially realized, that they will have the expected consequences to or effects on the Company or its business operations. The Company disclaims any intention or obligation to update or revise any forward-looking information as a result of new information or future events. Readers should not place undue reliance on forward-looking information.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.
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.
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