Vancouver, B.C., January 19, 2021: American CuMo Mining Corporation (“CuMoCo” or the “Company”) (TSXV: MLY; OTCQX: MLYCF) announces that it has closed its oversubscribed private placement of convertible debentures (the “Debentures”) previously announced on December 8, 2020. Subscriptions were received for a total of 1,150 debentures for total proceeds of $1,150,000. The Board of Directors of the Company unanimously approved the increase in the placement at its meeting held on January 18, 2021.
The Debentures have a five year term, are secured by the assets of the Company’s subsidiary, International CuMo Mining, and pay interest at a rate of 8.75% interest per annum, with interest paid in semi-annual instalments. At the investors discretion, the interest can be accrued and compounded. The Debentures are convertible into units of the Company (the “Units”) at an initial conversion price of C$0.05 per Unit at any time following four months and one day from the closing date until the first anniversary on the closing date, and thereafter up to the maturity date (as such date may be extended) at a minimum C$0.10 per Unit. Each Unit will consist of one common share of the Company and one common share purchase warrant (a “Warrant”), with each Warrant entitling the holder to purchase an additional common share of the Company (a “Warrant Share”) at a price of C$0.075 per Warrant Share for a period of five years from the closing date. Any accrued but unpaid interest under the Debentures may also be converted, at the option of the holder, into Units at the Market Price determined at the time the interest becomes payable.
Insiders being a “related party” of the Company (as such term is defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”)), have subscribed for a total of 111 CuMoCo Debentures as follows: Louise Dykes (Spouse of the President, CEO and director of the Company) for 11 CuMoCo Units; Trevor Burns (a director of the Company) for 50 CuMoCo Units; Barbara Tambre (vice president ) for 15 CuMoCo Units and William Conlin (shareholder communications) for 35 CuMoCo Units. The Company has relied upon the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101 based on the fact that the fair market value of the related party participation in the CuMoCo Offering will not exceed 25% of the Company’s market capitalization prior to the closing of the CuMoCo Offering. The Board of Directors approved the participation of insiders in the CuMoCo Offering with the individual insiders who are directors abstaining from voting on their participation.
The Debenture financing will be used to continue development of the CuMo deposit, including: smaller scale ore sorting analysis with the goal of reducing the mill size and thus capital cost while producing the same amount of metal as outlined in the recently filed Preliminary Economic Analysis, starting updated metallurgical testing with the goal of adding Tungsten back to the resource base and determining the final mill recovery circuits; beginning the data gathering process for the recently acquired Bleiberg Zinc Project; working capital; and trades payable.
Mr. Shaun M. Dykes, M.Sc. (Eng), P.Geo., President and CEO of the Company, is the designated qualified person for the CuMo and Bleiberg Projects and has prepared the technical information contained in this news release.
For further information, please contact:
American CuMo Mining Corporation
Shaun Dykes, President and Chief Executive Officer
Tel: (604) 689-7902
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this new release.
Cautionary statement regarding forward‐looking information
This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation including, but not limited to, statements that address activities, events or developments that the Company expects or anticipates will or may occur in the future, such the Company’s ability to move its CuMo Project to feasibility and production, and to become one of the largest and lowest-cost molybdenum producers in the world as well as a significant producer of copper and silver. Forward-looking information is based on a number of material factors and assumptions, including the result of exploration activities, the ability of the Company to raise the financing for a feasibility study and to put the CuMo project into production, that no labour shortages or delays are experienced, that plant and equipment function as specified that the Court will not intervene with the Company’s proposed exploration activities at the CuMo Project, and the ability of the Company to obtain all requisite permits and licenses to advance the CuMo Project and eventually bring it into production. Forward-looking information involves known and unknown risks, future events, conditions, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future prediction, projection or forecast expressed or implied by the forward-looking information. Such factors include, among others, the interpretation and actual results of current exploration activities; changes in project parameters as plans continue to be refined; future prices of molybdenum, silver and copper; possible variations in grade or recovery rates; labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing, as well as those factors disclosed in the Company’s publicly filed documents, including the Company’s Management’s Discussion and Analysis for the period ended March 31, 2019. There may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information.