VANCOUVER, March 4, 2019 /PRNewswire/ - Rover Metals Corp. (ROVR.V) (ROVMF) ("Rover Metals" or the "Company") is pleased to announce its intention to complete a non-brokered private placement of units (the "Units") at a purchase price of $0.08 per Unit, for aggregate gross proceeds of up to CAD$1,250,000 (the "Offering"). Each Unit shall consist of one common share in the capital of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant shall entitle the holder to acquire an additional Common Share at a price of $0.15 per share for a period of 24 months following the date of issuance.
Rover Metals anticipates using 80% of the proceeds of the Offering to finance exploration activities at the Cabin Lake Gold Project and remaining use of proceeds for general and administrative expenses.
The Company may pay finder's fees in accordance with the policies of the TSX Venture Exchange in connection with the Offering.
Rover Metals anticipates relying, in part, on the exemption from the prospectus requirements provided in BC Instrument 45-534 – Exemption From Prospectus Requirement For Certain Trades to Existing Security Holders (the "Existing Shareholder Exemption"). The Company may also rely on other available prospectus exemptions.
Rover Metals has set March 1, 2019 as the record date for determining shareholders entitled to participate in the Offering in reliance on the Existing Shareholder Exemption. If the Offering is over-subscribed, Units will be allotted on a first come first served basis. Qualifying investors who wish to participate in the Offering should contact the Company using the contact information set forth below. It is anticipated that the Offering will close in one or more tranches commencing on or about March 15, 2019.
All securities issued under the Offering will be subject to a hold period of four months and a day from the distribution date, in accordance with applicable securities laws. Completion of the Offering is subject to the receipt of all applicable approvals, including the approval of the TSX Venture Exchange.
About Rover Metals
Rover Metals is a natural resource exploration company specialized in gold that is currently focused on the Northwest Territories of Canada, one of the most mining friendly jurisdictions in North America. The Cabin Lake Group of High Grade Gold Projects are located within 20km of Fortune Minerals' (FT.TO) planned NICO Project gold processor.
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ON BEHALF OF THE BOARD OF DIRECTORS OF ROVER METALS
Chief Executive Officer and Director
Statement Regarding Forward-Looking Information
This news release contains statements that constitute "forward-looking statements." Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Rover's actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential" and similar expressions, or that events or conditions "will," "would," "may," "could" or "should" occur. Forward-looking statements in this document include statements regarding Rover's expectations regarding the issuance of Units and receipt of regulatory approval therefor and the use of proceeds from the Offering. There can be no assurance that such statements will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements, and readers are cautioned not to place undue reliance on these forward-looking statements. Any factor could cause actual results to differ materially from Rover's expectations. Rover undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OF THIS RELEASE.