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VANCOUVER, Aug. 10, 2016 /CNW/ - Mirasol Resources Ltd.
(TSX-V: MRZ) ("Mirasol") announces that it will be offering
rights (the "Rights") to holders of its common shares (the
"Common Shares") at the close of business on the record date
of August 19, 2016, on the basis of
one right for each common share held (the "Rights
Offering"). Ten (10) Rights will entitle the holder to
subscribe for one (1) Common Share of Mirasol upon payment of the
subscription price of $2.40 per
Common Share (the "Subscription Price"). The Rights Offering
will be conducted in Canada
only.
The Rights will expire at 5:00
p.m. (Vancouver time) on
September 19, 2016 (the "Expiry
Time"), after which time unexercised Rights will be void and of
no value. Shareholders who fully exercise their Rights will be
entitled to subscribe for additional Common Shares, if available as
a result of unexercised Rights prior to the Expiry Time, subject to
certain limitations set out in Mirasol's rights offering
circular.
Details of the Rights Offering will be set out in the rights
offering notice and rights offering circular which will be
available under Mirasol's profile at www.sedar.com. The rights
offering notice and accompanying rights certificate will be mailed
to each shareholder of Mirasol resident in Canada as at the record date. Registered
shareholders who wish to exercise their Rights must forward the
completed rights certificate, together with the applicable funds,
to the rights agent, Computershare Trust Company of Canada, on or before the Expiry Time.
Shareholders who own their Common Shares through an intermediary,
such as a bank, trust company, securities dealer or broker, will
receive materials and instructions from their intermediary. Mirasol
will not issue or forward rights certificates to shareholders
resident in a jurisdiction outside of Canada (the "Ineligible Holders")
unless the Ineligible Holder can demonstrate to the satisfaction of
Mirasol that the delivery of the Rights Certificate, and the
exercise thereof, can be completed in compliance with applicable
securities laws and other laws. The rights certificates of
Ineligible Holders will be issued to and held on their behalf by
Computershare Trust Company of Canada until the Expiry Time, when all
unclaimed rights shall be available to fill the additional
subscription privilege described in the rights offering
circular.
There are currently 44,768,911 Common Shares of Mirasol
outstanding. Since the Guarantors (defined below) have agreed to
ensure that all of the Rights issued under the Rights Offering are
exercised, the Rights Offering will raise gross proceeds of
approximately $10,744,538. Mirasol
intends to use the net proceeds of the Rights Offering for general
working capital.
Standby Guarantee
In connection with the Rights Offering, the Company has entered
into a standby guarantee agreement (the "Standby Guarantee")
with a group of guarantors led by John
Tognetti, including Exploration Capital Partners 2005
Limited Partnership, Carlo Civelli,
EuroPac Gold Fund, and Paul Lee
(collectively, the "Standby Guarantors") to purchase up to
4,166,667 Common Shares that are not purchased under the Rights
Offering. Under the Standby Guarantee, each Standby Guarantor has
agreed to purchase a designated portion of the Common Shares that
are not purchased by shareholders under the Rights Offering. The
obligations of the Standby Guarantors are several (as opposed to
joint). In consideration for the Standby Guarantee, the Company has
agreed to issue to share purchase warrants to the Standby
Guarantors which will entitle them to purchase 500,000 Common
Shares (the "Bonus Warrants"). The Bonus Warrants will be
exercisable at the Subscription Price for a period of six (6)
months after that date the Rights Offering is completed.
John Tognetti is a director and the
controlling shareholder of the Company.
About Mirasol
Mirasol is a project generation company focused on the discovery
of precious metals and copper resources in the Americas. Strategic
joint ventures with metal producers have enabled Mirasol to advance
its priority projects, focused in high-potential regions in
Chile and Argentina. Mirasol employs an integrated
generative and on ground exploration approach combining leading
edge technologies and experienced exploration geoscientists to
maximize the potential for discovery. Mirasol is in a strong
financial position and has a significant portfolio of drill ready
gold-silver exploration projects located in Chile and Argentina.
Dana Prince
Chairman of the Board
Cautionary statement regarding forward-looking
information
This news release contains 'forward-looking statements'
within the meaning of applicable securities laws. Forward-looking
statements are statements that are not historical facts and are
generally, but not always, identified by words such as the
following: expects, plans, anticipates, believes, intends,
estimates, projects, assumes, potential and similar expressions.
Forward-looking statements also include reference to events or
conditions that will, would, may, could or should occur, including,
without limitation, Mirasol's intention to undertake a rights
offering; the terms of the rights offering; and the intended use of
proceeds. These forward-looking statements are necessarily based
upon a number of estimates and assumptions that, while based on
management's expectations and considered reasonable at the time
they are made, are inherently subject to a variety of risks and
uncertainties which could cause actual events or results to differ
materially from those reflected in the forward-statements,
including, without limitation: uncertainties related to raising
sufficient financing to fund planned work in a timely manner and on
acceptable terms; changes in planned work resulting from
logistical, technical or other factors; the possibility that
results of work will not fulfill projections/expectations and
realize the perceived potential of the Company's projects;
uncertainties as to whether the rights offering will be completed;
delays in obtaining the approval of the TSX Venture Exchange; the
costs to completion of the rights offering; and other risks and
uncertainties, including those described in Mirasol's public
disclosure documents on SEDAR at www.sedar.com. As a result,
readers are cautioned not to place undue reliance on these
forward-looking statements. The forward-looking statements
contained in this news release are made as of the date of this
release. Unless required by law, Mirasol has no intention to and
assumes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
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.
SOURCE Mirasol Resources Ltd.