Mr. Eric Caba reports
BEAR CREEK MINING ANNOUNCES CLOSING OF BROKERED PRIVATE PLACEMENT
Further to Bear Creek Mining Corp.'s news release dated March 4, 2025, the bought deal private placement of 64,445,000 common shares of the company, at a price of 22.5 cents per share for aggregate gross proceeds of $14,500,125, has closed.
The offering was underwritten by BMO Capital Markets, as sole bookrunner, and Canaccord Genuity Corp. The company paid the underwriters a cash commission of $522,004.50, which is equal to 6.0 per cent of the gross proceeds received by the company from the issuance and sale of 38,667,000 shares. No other bonuses, finders' fees or commissions are payable by the company in connection with the offering.
The shares issued under the offering are subject to certain resale restrictions, including a hold period of four months and one day from the closing date of the offering.
Each of Sandstorm Gold Ltd. and Equinox Gold Corp. participated in the offering. Each of Sandstorm and Equinox purchased 32,222,500 shares on a gross basis pursuant to the offering, or 12,889,000 shares on a net basis after giving effect to Equinox and Sandstorm concurrently disposing of 19,333,500 shares to an arm's-length third party at the offering price immediately prior to the closing of the offering. The company did not receive any proceeds from the concurrent sale. Prior to the concurrent sale and the offering, Sandstorm and Equinox held 45,492,399 and 25,397,160 shares, respectively, which represented approximately 19.97 per cent and 11.15 per cent, respectively, of the total issued and outstanding shares on a non-diluted basis. Following the concurrent sale and the offering, Sandstorm and Equinox hold 58,381,399 and 38,286,160 shares, respectively, which represent approximately 19.98 per cent and 13.10 per cent, respectively, of the total issued and outstanding shares on a non-diluted basis. The offering did not result in the creation of a new control person (as defined in the policies of the TSX Venture Exchange). The concurrent sale was a condition precedent to the closing of the offering.
Each of Equinox and Sandstorm is a related party of the company and the offering will constitute a related party transaction (as each term is defined in the policies of the TSX-V and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions). The company relies on the specified markets exemption from the formal valuation requirement set forth in Subsection 5.5(b) of MI 61-101 and the financial hardship exemption from the minority shareholder approval requirements set out in Subsection 5.7(1)(c) of MI 61-101.
The company intends to use net proceeds of the offering to support exploration and resource drilling at the company's Mercedes mine in Mexico; to build a ventilation raise bore and secondary escape way at the Marianas deposit at Mercedes to ensure safe production; and for general working capital purposes, the latter of which will include reducing Mercedes's trade payables over the next quarter.
Further to the company's news release dated March 4, 2025, the company also announces that: (i) the amending agreements with each of Sandstorm and Equinox to temporarily defer the payment of interest under certain outstanding debt arrangements; and (ii) the extension of up to $6.5-million (U.S.) in additional credit to the company from Sandstorm under an amended and restated secured promissory note each remain subject to approval and acceptance by the TSX-V. The company will issue a separate press release upon closing of the debt amendments.
We seek Safe Harbor.
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