IMC International Mining Corp. Closes Flow-Through Private Placement and Reinitiates Marketing Campaign
July 27, 2020 imcxadmin News Releases 0 Comments
Vancouver, BC – IMC International Mining Corp. (CSE:IMCX) (OTC:IMIMF) (FRA:3MX) (the “Company” or “IMC”) is pleased to announce that it has completed its non-brokered flow-through private placement offering previously announced on June 26, 2020, issuing an aggregate of 3,333,334 flow-through units of the Company (the “FT Units”, and each an “FT Unit”) at a price of $0.30 CDN per FT Unit for gross proceeds of $1,000,000 CDN (the “Private Placement”). The Company is also pleased to announce the commencement of a marketing campaign with Media Relations Publishing (“MRP”).
Private Placement
Each FT Unit consists of one common share of the Company that qualifies as a “flow-through share” for the purposes of the Income Tax Act (Canada) (an “FT Unit Share”) and one-half of one common share purchase warrant, whereby each whole common share purchase warrant (a “Warrant”) entitles the holder to purchase one additional common share of the Company (a “Common Share”) at a price of $0.40 CDN for a period of 24 months from the date of issuance.
The Warrants are subject to an acceleration provision such that in the event the common shares of the Company trade on the Canadian Securities Exchange, or other recognized stock exchange or market, as applicable, at a price of $0.65 or more for a period of at least fourteen (14) consecutive trading days, the Company shall be entitled to accelerate the exercise period to a period ending at least 30 days from the date that notice of such acceleration is provided to the holders of the Warrants.
In connection with the closing of the Private Placement, the Company paid aggregate finders’ fees of $30,048.61 and issued an aggregate of 100,162 finders’ warrants (the “Finders Warrants“) to eligible finders. Each Finders Warrant entitles the holder to purchase one Common Share at a price of $0.40 CDN for a period of 24 months from the closing of the Private Placement.
The net proceeds raised from the sale of the FT Units in the Private Placement will be used to fund exploration work that qualify as “Canadian Exploration Expenses” and “flow-through mining expenditures”, as such terms are defined in the Income Tax Act (Canada), on the Company’s Thane Property in north-central British Columbia.
All securities issued pursuant to the Private Placement are subject to a four month hold period in accordance with applicable securities laws.
A director of the Company acquired FT Units in connection with the Private Placement, which is considered to be a “related party transaction” for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). 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(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves the interested party, is not more than the 25% of the Company’s market capitalization. Additionally, the Company is exempt from minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves the interested party, is not more than the 25% of the Company’s market capitalization. The Company did not file a material change report more than 21 days before closing the Private Placement as matters relating to the related party’s participation in the Private Placement were not settled until within such 21-day period and the Company wished to close the Private Placement on an expedited basis for sound business reasons.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. 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. 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 or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Marketing Campaign
The Company is also pleased to announce that it has reinitiated its investor relations agreement (the “Investor Relations Agreement”) with MRP such that, in exchange for payment by the Company to MRP of an aggregate additional €300,000, MRP’s investor relations services under the Investor Relations Agreement have been engaged for an additional two to three months starting on or around August 1, 2020.
The Company also announces that it has granted stock options for a total of 4,150,000 common shares of the Company to officers, directors, and consultants of the Company. These stock options are exercisable at $0.30 per stock option for a period of five years. These stock options vest over a period of 18 months following the grant date and are governed by the terms and conditions of the Company’s Equity Incentive Plan.
Following this grant of stock options, the Company has a total of 5,855,000 stock options outstanding representing approximately 11.09% of the outstanding common shares of the Company. This stock option grant is subject to Canadian Securities Exchange approval.
