One World Minerals replaces placement with offering
Mr. Doug Fulcher reports:
ONE WORLD MINERALS INC. ANNOUNCES PRIVATE PLACEMENT
One World Minerals Inc.’s previous non-brokered private placement will be replaced with a non-brokered private placement of unsecured convertible notes in the aggregate principal amount of up to $1.5-million.
The principal amount of the note will accrue interest at 18 per cent per annum, and any accrued but unpaid interest will mature on the date that is one year following the closing date. The principal amount and any accrued but unpaid interest thereon may be convertible prior to the date of maturity at the option of the subscriber into units of the issuer at a price of 40 cents per unit. Each unit is composed of one common share in the capital of the company and one non-transferable common share purchase warrant. Each warrant will entitle the holder thereof to acquire one additional share at a price of 60 cents per warrant share. The convertible note, units, shares, warrants and warrant shares are referred to herein as the securities.
There is no minimum number of convertible notes or minimum aggregate proceeds required to close the offering, and the company may, at its discretion, elect to close the Offering in one or more closings. Management anticipates that the company will allocate the net proceeds of the offering as follows: Rico Litio property predrilling program: $465,000; Rico Litio property drilling program: $480,000; regional exploration: $150,000 and the balance for working capital.
The company may pay a finder’s fee on the offering. Closing of the offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals. All securities issued in connection with the offering will be subject to a statutory hold period of four months plus a day from the closing of the offering in accordance with applicable securities legislation.
The April 4, 2017, non-brokered private placement was an offering of up to 2.5 million units at a price of 40 cents per unit for gross proceeds of up to $1-million. Each unit was to consist of one common share of the company and one-half of a non-transferable common share purchase warrant. Each warrant entitled the holder thereof to purchase one common share at a price of 60 cents for a period of 12 months from the closing of that offering.
A portion or all of the offering may be completed pursuant to Multilateral CSA Notice 45-313 (prospectus exemption for distributions to existing securityholders) and the corresponding blanket orders and rules implementing CSA 45-313 in the participating jurisdictions in respect thereof. As at the date hereof, the existing securityholder exemption is available in each of the provinces of Canada, with the exception of Newfoundland and Labrador.
Subject to applicable securities laws, the company will permit each person or company which, as of May 12, 2017 (being the record date set by the company pursuant to CSA 45-313), holds common shares as of that date to subscribe for the units that will be distributed pursuant to the offering, provided that the existing securityholder exemption is available to such person or company. Qualifying shareholders who wish to participate in the offering should contact the company at the contact information set forth herein. In the event that aggregate subscriptions for units under the offering exceed the maximum number of securities to be distributed, then units will be sold to qualifying subscribers on a pro rata basis based on the number of units subscribed for. Insiders may participate in the offering.
In addition to the existing securityholder exemption, a portion or all of the offering may be completed pursuant to Multilateral CSA Notice 45-318 (prospectus exemption for certain distributions through an investment dealer) and the corresponding blanket orders and rule implementing CSA 45-318 in the participating jurisdictions in respect thereof. As at the date hereof, the investment dealer exemption is available in each of Alberta, British Columbia, Saskatchewan, Manitoba and New Brunswick. Pursuant to CSA 45-318, each subscriber relying on the investment dealer exemption must obtain advice regarding the suitability of the investment from a registered investment dealer.
There is no material fact or material change of the company that has not been generally disclosed.
In addition to conducting the offering pursuant to the existing securityholder exemption and the investment dealer exemption, the offering will also be conducted pursuant to other available prospectus exemptions.
About One World Minerals Inc.
One World Minerals is an exploration and development company which trades on the Canadian Securities Exchange with the symbol OWM. The company has a senior exploration team of geologists and engineers who each have over 40 years experience in precious and base metals, as well as lithium in both North and South America.
We seek Safe Harbor.
