Not for distribution to U.S. news wire services or dissemination in the United States
Palamina Corp. (“Palamina” or the “Company”) has closed its non-brokered private placement offering (the “Offering”) announced on May 15, 2023. The Company raised a total of $750,000 for the issuance of 6,000,000 units (the “Units”) at a price of $0.125 per Unit. Each Unit consists of one common share (“Common Share”) and one warrant (each a “Warrant”). Each whole Warrant is exercisable to acquire one Common Share at a price of $0.25 for a period of two years after the date of issuance.
Net proceeds of the Offering will be used for further exploration of its flagship Usicayos project and general corporate and working capital purposes. All securities issued pursuant to the Offering are subject to a statutory hold period ending October 16, 2023. The Offering is subject to TSX-V acceptance of regulatory filings.
Christina McCarthy, Sean Spraggett, Andrew Thomson and Alastair Waddell, all directors of Palamina (collectively, the “Related Parties”) purchased a total of 1,370,000 Units pursuant to the offering which constitutes a “related party transaction” as such term is defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company was exempt from the MI 61-101 valuation and minority approval requirements for related party transactions in connection with the Offering because the Company was not listed on a stock exchange specified in section 5.5(b) of MI 61-101, and neither the fair market value of the Units purchased by the Related Parties, nor the proceeds to be received by the Company in respect of the Related Parties’ participation in the Offering, exceeded $2,500,000.
The Company paid an eligible person (the "Finder") a cash finder's fee of $2,625 and issued 21,000 finder's warrants (“Finder Warrants”) equal to six percent of the aggregate number of Units sold under the Offering attributable to the Finder. Each Finder Warrant shall be exercisable to acquire one common share of the Company for a period of two years from the closing date at an exercise price of $0.125 per share.
The securities offered pursuant to the Offering have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. 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.
ABOUT PALAMINA
Palamina has participation in nine gold projects in south-eastern Peru hosted within the Puno Orogenic Gold Belt (POGB). The Company also has rights to the Galena silver-copper project in the Santa Lucia district and two additional copper-gold projects in Southern Peru. Palamina holds a 18.5% equity interest in Winshear Gold Corp. who are advancing the Gaban Gold Project to the drill discovery phase. Winshear is also awaiting a judgement after concluding its arbitration proceedings against the Government of Tanzania in February of 2023 for the expropriation of its SMP gold deposit. Winshear is seeking in excess of CDN$130M for the loss of its investment in Tanzania.
Palamina has 71,284,836 shares outstanding and trades on the TSX Venture Exchange under the symbol PA and on the OTCQB Venture Market under the symbol PLMNF.
On Behalf of the Board of Directors:
Andrew Thomson,
President
Phone: (416) 204-7536 or visit www.palamina.com
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.
This news release contains certain “forward-looking statements” within the meaning of such statements under applicable securities law. Forward-looking statements are frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Forward-looking statements include, but are not limited to, the use of proceeds of the Offering and the Company's future business plans. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Company is under no obligation, and 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 expressly required by applicable law. A more complete discussion of the risks and uncertainties facing the Company appears in the Company’s continuous disclosure filings, which are available at www.sedar.com.