NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Orsu Metals Corporation (TSX-V: OSU) (“Orsu” or the “Company”) is pleased to announce it has arranged two concurrent non-brokered private placements to raise an aggregate of C$1,443,975.
One placement is a unit offering of 1,400,000 units (each, a “Unit”) at a price of $0.2385 per Unit to raise proceeds of C$333,900 (the “Unit Financing”). Doug Casey, legendary speculator and best-selling author and the leader of Casey Research is one of the several well-respected investors who decided to invest into Orsu in this financing.
Each Unit consists of one common share of the Company (each, a “Share”) and one Share purchase warrant (each, a “Warrant”). A Warrant entitles the holder thereof to purchase one Share of the Company at a price of $0.36 per Share for a period of three years from the closing of the Unit Financing. Finder’s fees will be payable on the Unit Financing.
The other private placement of 4,188,962 special warrants (each, a “Special Warrant”) of the Company at a price of $0.265 per Special Warrant to raise C$1,110,075 from two directors of the Company (the “Special Warrant Financing”).
The Unit Financing and the Special Warrant Financing are subject to the approval of the TSX Venture Exchange (the “TSX-V”).
Sergei Stefanovich, the Managing Director of the Company, is subscribing for C$990,075 of the Special Warrant Financing and Sergey Kurzin, the Executive Chairman of the Company, is subscribing for C$120,000 of the Special Warrant Financing.
Mr. Stefanovich currently owns or controls 7,103,876 common shares of the Company representing 19.4% of the issued and outstanding shares of the Company before the closing of the Unit Financing and the conversion of all the Special Warrants.
Upon conversion of the Special Warrant into common shares Mr. Stefanovich would own or control 10,840,008 common shares of the Company representing 25.7% of the outstanding common shares of the Company after the closing of the Unit Financing and the conversion of all the Special Warrants into common shares. The Company will arrange to hold a special shareholder meeting to approve a change of control resolution to allow Mr. Stefanovich to become a controlling shareholder of Orsu. Each Special Warrant will be exercisable into one common share of the Company for no additional consideration upon receipt of disinterested shareholder approval of the change of control in addition to the final approval of the TSX-V.
The Company reserves the right to increase the size of either of the private placements or to modify the type, nature and/or price of the Units or Special Warrants for any reason.
Orsu intends to use the proceeds of the private placements to continue the advancement of the Company’s Sergeevskoe project located in Zabaikalskiy Krai, Russian Federation.
As disclosed above, certain insiders of the Company (the “Purchasing Insiders”) are expected to purchase Special Warrants pursuant to the Special Warrant Financing. Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”), a purchase by the Purchasing Insiders would be a “related party transaction”. The Company is exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the private placement in reliance on sections 5.5(a) and 5.7(a), respectively, of MI 61-101, as neither the fair market value of the securities received by such parties nor the proceeds for such securities received by the Company exceeds 25% of the Company’s market capitalization as calculated in accordance with MI 61-101.
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 is intended for distribution in Canada only and is not intended for distribution to United States newswire services or dissemination in the United States. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the Shares or Warrants (the “Securities”) in the United States or to, or for the account or benefit of, any U.S. person. 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 securities laws of any state of the United States and may not be offered or sold within the United States or to, or for the account or benefit of, any U.S. person unless an exemption from such registration requirements is available. “United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act.
For further information, please contact:
Sergei Stefanovich, Managing Director of Orsu Metals Corporation
Doris Meyer, Corporate Secretary, Orsu Metals Corporation
Tel: +1-604-536-2711 ext 6