TORONTO, ONTARIO--(Marketwire - Jan. 4, 2013) - Mag Copper Limited ("Mag Copper" or the "Company") (CNSX:QUE) announces that it has completed a non-brokered private placement for gross proceeds of $100,000 through the issuance of 5,000,000 flow-through common shares ("Flow-Through Shares") of the Company at a price of $0.02 per Flow-Through Share.
The Company will use the proceeds of the offering for exploration and development work on its Fabie Bay and Magusi mineral properties.
Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the private placement constitutes a "related party transaction" as an insider of the Company subscribed for 1,250,000 Flow-Through Shares in the private placement. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 based on the fair market value of insider participation not exceeding 25% of the Company's market capitalization, and the fact that the common shares of the Company are listed on the CNSX and the Company is currently experiencing financial hardship. A material change report in connection with the private placement will be filed less than 21 days before the closing of the private placement. This shorter period is reasonable and necessary in the circumstances as the Company wished to complete the private placement in a timely manner and required the funds to satisfy existing flow-through contractual obligations.
This news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company's Management's Discussion and Analysis. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.