Guerrero Announces Closing of Private Placement of 10,000,000 Shares for Gross Proceeds of $1 Million and Issuance of Options
Thursday, 28 November 2019
*TORONTO, ON / ACCESSWIRE / November 28, 2019 /* Guerrero Ventures Inc. ("*Guerrero*" or the "*Company*") (TSX-V: GV) is pleased to announce that it has closed its private placement of 10,000,000 common shares of the Company (the "*Shares*") at a price of $0.10 per Share for gross proceeds of $1,000,000 (the "*Offering*"). The proceeds from the Offering will be used for general and administrative purposes. All securities issued under the Offering are subject to a four-month hold period, which will expire March 28, 2020. The Offering is subject to final acceptance of the TSX Venture Exchange.
The following "insiders" of the Company subscribed for Shares under the Offering:
Officer of Issuer and 10% Security Holder
Joseph de la Plante
10% Security Holder
Medalist Capital Limited
10% Security Holder
*4,250,000*Certain subscriptions under the Offering are considered to be a "related party transaction" for purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("*MI 61- 101*") and Policy 5.9 - Protection of Minority Security Holders in Special Transactions of the TSX Venture Exchange. Pursuant to MI 61-101, the Company will file a material change report providing disclosure in relation to each "related party transaction" on SEDAR under Guerrero's issuer profile at www.sedar.com. The Company did not file the material change report more than 21 days before the expected closing date of the Offering as the details of the Offering and the participation therein by each "related party" of the Company were not settled until shortly prior to the closing of the Offering, and the Company wished to close the Offering on an expedited basis for sound business reasons. 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 sections 5.5(a) and (b) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Company's market capitalization, and no securities of the Company are listed or quoted for trading on prescribed stock exchanges or stock markets. Additionally, the Company is exempt from the minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(a) as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Company's market capitalization.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press 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 State in which such offer, solicitation or sale would be unlawful.
*Issuance of Stock Options*
The Company also announces that it has granted an aggregate of 2,425,000 stock options to purchase Shares, at an exercise price of $0.20, to certain officers, directors and consultants of the Company pursuant to the stock option plan of the Company. 2,000,000 of the stock options granted will expire five years from the date of grant and the remaining 425,000 stock options granted will expire three years from the date of grant.
*About Guerrero Ventures Inc.*
Guerrero is a publicly listed company with a focus on acquiring mineral assets that will provide the opportunity to enhance shareholder value. The Company is incorporated in British Columbia and is a reporting issuer in British Columbia, Alberta, Manitoba, Ontario, Quebec, New Brunswick, Prince Edward Island and Newfoundland.
*For further information, please visit www.guerrero-ventures.com or contact:*
Mr. Vincent Metcalfe
CEO, Guerrero Ventures Inc.
Neither 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.
*Cautionary Note Regarding Forward-Looking Information*
This news release contains "forward-looking information" within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates, projections and interpretations as at the date of this news release. The information in this news release about the Offering; the use of the proceeds from the Offering; the number of Common Shares offered or sold; the gross proceeds from the Offering; the timing and ability of the Company to close the Offering, if at all; the timing and ability of the Company to satisfy the listing conditions of the TSX Venture Exchange, if at all; and any other information herein that is not a historical fact may be "forward-looking information". Any statement that involves discussions with respect to predictions, expectations, interpretations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "interpreted", "management's view", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information. This forward-looking information is based on reasonable assumptions and estimates of management of the Company, at the time such assumptions and estimates were made, and involves known and unknown risks, uncertainties or other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward looking information. Such factors include, among others, risks relating to the Offering; volatility in the trading price of common shares of the Company; risks relating to the ability of the Company to obtain required approvals, complete definitive documentation and complete the Offering on the terms announced; risks relating to mining activities; the global economic climate; metal prices; dilution; environmental risks changes in the tax and regulatory regime; and community and non-governmental actions. Although the forward-looking information contained in this news release is based upon what management believes, or believed at the time, to be reasonable assumptions, the Company cannot guarantee shareholders and prospective purchasers of securities of the Company that actual results will be consistent with such forward-looking information, as there may be other factors that cause results not to be as anticipated, estimated or intended, and neither Company nor any other person assumes responsibility for the accuracy and completeness of any such forward looking information. Company does not undertake, and assumes no obligation, to update or revise any such forward-looking statements or forward-looking information contained herein to reflect new events or circumstances, except as may be required by law.
*SOURCE:* Guerrero Ventures Inc.
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