Vancouver Columbia — April 7, 2022 — CopAur Minerals Inc. (the “Company”) (CPAU:TSXV: COPAF: OTCQX) is pleased to announce that it has entered into an engagement letter with iA Private Wealth Inc. to act as lead agent and sole bookrunner (the “Agent”) in connection with a best efforts private placement for the sale of up to 8,928,572 units (“Offered Units”) at a price of CDN$1.12 per Offered Unit (the “Offered Price”) to raise gross proceeds of CDN$10,000,000. (the “Offering”). Each Offered Unit is comprised of one common share and one-half of one share purchase warrant. (“Warrant”). Each whole Warrant will entitle the holder to acquire an additional common share of the Company at an exercise price of CDN$1.40 per share for a period of two years from the closing date of the Offering.
The Company has granted to the Agent an option, exercisable in full or in part for a period of 10 days following the closing of the Offering to sell up to an additional 1,339,286 Offered Units at the Offering Price for additional gross proceeds of up to C$1,500,000 (the “Over Allotment”).
CEO Jeremy Yaseniuk stated “We are pleased to be working with iA Private Wealth on this Financing. Our previous financing was significantly over subscribed and this offering will allow those who were unable an opportunity to participate.”
Closing of the Offering and Over Allotment is subject to receipt of all necessary corporate and regulatory approvals, including approval of the TSX Venture Exchange (“TSXV”). Closing of the Offering is anticipated to occur on or about April 26, 2022. The securities issued in connection with the Offering and Over Allotment will be subject to a statutory hold period of four months from the date of issuance in accordance with applicable securities legislation. The Warrants will not be listed on any exchange.
The proceeds of the Offering and any Over Allotment will be used for future exploration work and for general working capital purposes.
Previously announced business combination between the Company and New Placer Dome Gold Corp.
On March 8, 2022, the Company and New Placer Dome Gold Corp. (“New Placer Dome”) announced the signing of an arrangement agreement dated March 7, 2022 (the “Agreement”) in respect of a business combination to be effected by way of a plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”). The Arrangement is subject to various conditions including receipt of approval by the shareholders of New Placer Dome and regulatory and court approvals, including approval by the TSXV. Under the terms of the Agreement, New Placer Dome shareholders will receive 0.1182 of one common share of the Company for each common share of New Placer Dome (the “Exchange Ratio”). All outstanding stock options of New Placer Dome will be exchanged for options of the Company and all warrants of New Placer Dome will become exercisable to acquire common shares of the Company, in amounts and at exercise prices adjusted in accordance with the Exchange Ratio.
The Company believes that the business combination will bring a number of benefits for shareholders of both New Placer Dome and the Company. The benefits include geographic diversification, enhanced technical expertise, strong leadership and financing capability. It will also create a greater presence in the capital markets and will create a leading gold-copper exploration and development company with a portfolio of assets in two of North America’s foremost mining districts, in Northeastern British Columbia and the Great Basin gold district of Nevada.
The Company’s Williams gold copper project is located in the Toodoggone/Golden Horseshoe mineral district of British Columbia. New Placer Dome’s flagship property is its Kinsley Mountain Gold Project located 90 km south of the Long Canyon Mine (currently in production under the Newmont/Barrick Joint Venture, Nevada Gold Mines) and hosts Carlin-style gold mineralization as well as previous run of mine heap leach production. Another core asset of New Placer Dome is its Bolo Project located 90 km northeast of Tonopah, Nevada, similarly hosting Carlin-style gold mineralization. New Placer Dome also owns 100% of the Troy Canyon Project, located 120 km south of Ely, Nevada. For further information regarding the Arrangement and the combined portfolio of assets, please see the news release issued on March 8, 2022.
The Company is also pleased to announce that as of April 4, 2022, each of the Company and New Placer Dome has received conditional approval for the Arrangement from the TSXV. The Arrangement remains subject to certain conditions to completion, including final approval of the TSXV.
About CopAur Minerals Inc.
CopAur Minerals is an exploration company focused on advancing orogenic gold and copper porphyry targets on the Williams gold copper project, located within the prolific Golden Horseshoe of northern British Columbia, Canada. CopAur Minerals’ Williams project is ideally situated within the emerging Toodoggone District along the eastern Cordilleran gold belt, composed of the Sheep Creek, Cariboo, and Cassiar orogenic gold districts Backed by a dynamic and experienced team of resource sector professionals, including founders and employees of the Metals Group Inc. on its Advisory Board. The Williams project represents exceptional shareholder value with significant gold and copper potential.
ON BEHALF OF THE BOARD OF DIRECTORS
Chief Executive Officer
For further information, please contact:
CopAur Minerals Inc.
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 does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This news release contains “forward-looking information” or “forward looking statements” within the meaning of applicable securities law. These forward looking statements include, without limitation: statements about the completion of the Offering; statements relating to the Williams gold copper property; statements related to the completion of the Arrangement between the Company and New Placer Dome and the various conditions to completion that the Arrangement is subject to, including the requirement for or ability to obtain all necessary regulatory, court or shareholder approvals; statements related to the Kinsley Mountain Gold Property, the Bolo Property and the Troy Canyon Property; andstatemetns related to the technical, financial and business prospects of the Company. These statements relate to future events or the Company’s future performance. By their nature forward looking statements involve substantial known and unknown risks, uncertainties and other factors which may cause the actual results to vary from those expressed or implied by the forward-looking statements. Therefore, forward-looking statements should not be read as guarantees of future performance or results and they will not necessarily be accurate indications of whether or not such results will be achieved. Actual results could differ materially from those anticipated due to a number of factors and risks. Although the forward-looking statements contained in this news release are based upon what management of the Company believes are reasonable assumptions on the date of this news release, the Company cannot assure investors that actual results will be consistent with these forward-looking statements. The forward-looking statements contained in this press release are made as of the date hereof and the Company disclaims any intention or obligation to update or revised any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities regulations.