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 July 21, 2017
Rosita Mining Corp Arranges $1,200,000 Private Placement

 
ANNOUNCES PRIVATE PLACEMENT TO EXISTING SHAREHOLDERS and OTHER INVESTORS

Toronto, Ontario - July 21, 2017: Rosita Mining Corp. ("RMC" or the "Company") (TSXV-RST) has arranged a non-brokered private-placement offering for total gross proceeds of up to $1,200,000. Pursuant to the offering, RMC will issue a total of up to 40 million common shares at a price of three cents per common share.

RMC has obtained a discretionary waiver from the five-cent minimum pricing requirement by the TSX Venture Exchange pursuant to the TSX-V bulletin dated April 7, 2014.

The closing of the private placement may occur in one or more tranches, with the initial closing date of the private placement expected to occur on or before July 31, 2017, and is not subject to receipt of a minimum amount of gross proceeds. The company may pay finders' fees of 8 per cent cash and 8 per cent warrants to certain introducing parties in respect of the private placement, subject to compliance with applicable securities legislation and TSX Venture Exchange policies. Closing is subject to receipt of all necessary regulatory approvals. The securities issued pursuant to the private placement will be subject to a four-month hold period in accordance with applicable Canadian securities laws. Certain directors and/or officers of the company, including John F. Cook, president and director of the company, are expected to participate in the private placement.

The offering is open, subject to certain limitations discussed as follows, to existing shareholders of the Company who, at the close of business on July 5, 2017, held common shares of the Company, and who continue to hold common shares of the Company at the time of closing of the offering, pursuant to the prospectus exemption set out in Multilateral CSA Notice 45-313 and OSC Rule 45-501, and the various corresponding blanket orders and rules of participating jurisdictions. The total acquisition cost to a subscriber under the existing shareholder exemption cannot exceed $15,000 unless that subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment. There is a minimum subscription amount of $3,000. Any existing shareholder interested in participating in the offering should contact the Company. The Company will fill subscriptions from investors on a first-come, first-served basis wherein the subscribers who are first to submit a duly completed subscription agreement with payment of the corresponding subscription proceeds will have their subscription filled first.

If subscriptions received for the offering based on all available exemptions exceed the maximum offering amount of $1,200,000, subscriptions will be accepted at the discretion of the Company, such that it is possible that a subscription received from a shareholder may not be accepted by the Company if the offering is oversubscribed.

Existing shareholders of the Company are directed to contact the Company for further information concerning subscription for shares pursuant to the existing shareholder exemption, as follows.

Contact person: John Cook, President

Telephone: 416-200-8073

E-mail: johncook@kos.net

In addition to using the existing shareholder exemption, the offering will also be conducted pursuant to other available prospectus exemptions, including sales to accredited investors, as well as family members, close friends and business associates of directors and officers of the Company.

The Company may also rely upon the exemption set out in B.C. Instrument 45-536 - exemption from prospectus requirement for certain distributions through an investment dealer. In accordance with the requirements of the investment dealer exemption and the existing shareholder exemption, the Company confirms that there is no material fact or material change related to the Company which has not been generally disclosed, except as otherwise disclosed herein.

Rosita intends to use the proceeds of the offering for maintaining and advancing its Nicaraguan gold exploration project, retiring existing indebtedness, and for continuing general corporate and working capital purposes. A breakdown of the intended use of proceeds for the ensuing 12-month period is shown in the attached table. Although the offering is not subject to a minimum, the table below provides guidance of its allocation.

Purpose Minimum Maximum
Professional fees (audit, legal and accounting) $10,000 $50,000
Shareholder expenses (transfer agent fees) $18,000 $18,000
AGM expenses $15,000 $15,000
Insurance $10,000 $10,000
Share issuance expenses (TSX-V fees) $10,000 $10,000
TSX-V Annual fees 2018 $ Nil $ 7,000
Maximum finders' fee $35,700 $84,000
Canadian Management & Consultant Fees $24,000 $210,000
Nicaraguan Office Expense (US$12,000 per month) $96,000 $192,000
Third party geological consultants $266,300 $500,000
Repayment of outstanding liabilities $25,000 $54,000
General working capital $Nil $60,000
Gross proceeds $510,000 $1,200,000

Although the Company intends to use the proceeds of the offering as described in the attached table, the actual allocation of net proceeds may vary from the uses set forth above, depending on future operations or unforeseen events or opportunities. If the offering is not fully subscribed, the Company will apply the proceeds of the offering to the above uses in priority and in such proportions as the board of directors and management of the Company determine in the best interests of the Company. It is anticipated that up to 5 % of the financing will be subscribed for by insiders. The Company is relying on the exemption from minority shareholder approval requirements set out in MI 61-101 as the fair market value of the participation in the financing by the related parties does not exceed 25 per cent of the market capitalization of the Company, as determined in accordance with MI 61-101.

The common shares issued to subscribers resident in Canada in the offering will be subject to a statutory four-month hold period. The offering is subject to certain closing conditions, including, but not limited to, the receipt of applicable regulatory approvals including approval of the TSX-V and the completion of required regulatory filings with the TSX-V.

In addition, the Company's Board of Directors has accepted the resignation of Mr. Stephen Gledhill as Chief Financial Offer and thanks him for his services to date. Mr. Randy Clifford has been appointed as Chief Financial Officer of the Company as of July 6, 2017. In addition, The Company has relocated its office to Edmonton, Alberta to reduce its operational expenses.

Contact

For further information, contact John Cook, President of Rosita Mining Corporation at: (416) 200-8073.

Cautionary and Forward-Looking Statements

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.

Certain information in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of Columbus, including but not limited to, the uncertainty of the financing, the impact of general economic conditions, industry conditions, dependence upon regulatory approvals. Readers are cautioned that the assumptions used in preparing such information, although considered reasonable at the time of preparation, may prove imprecise and undue reliance should not be placed on forward-looking statements. Forward-looking statements in this press release are expressly qualified by this cautionary statement.

The forward-looking statements in this press release are made as of the date of this press release, and the Company undertakes no obligations to update publicly or to revise any of the included forward-looking statements, whether because of new information, future events or otherwise, except as expressly required by applicable securities law.
 
 

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