03:20:59 EDT Fri 03 May 2024
Enter Symbol
or Name
USA
CA



Dore Copper Mining Corp
Symbol DCMC
Shares Issued 97,874,099
Close 2023-11-21 C$ 0.14
Market Cap C$ 13,702,374
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Dore Copper arranges $3.96-million rights offering

2023-11-21 11:14 ET - News Release

Mr. Ernest Mast reports

DORE COPPER ANNOUNCES RIGHTS OFFERING

Dore Copper Mining Corp. is commencing a rights offering to the holders of common shares in the capital of the corporation to raise aggregate gross proceeds of approximately $3.96-million. The net proceeds of the rights offering will be used for exploration and development activities and for working capital and general corporate purposes. Under the terms of the rights offering, holders of common shares at the close of business (Toronto time) on Nov. 28, 2023, will receive 0.337167854796804 of one transferable right for each common share held as of the record date. All fractional rights will be rounded down to the nearest whole number of rights with no additional compensation paid therefor. Each right will entitle the holder thereof to subscribe for one common share at a subscription price of 12 cents per common share. The subscription price represents a 25-per-cent discount to the last closing price of the common shares on the TSX Venture Exchange prior to the announcement of the rights offering. Pursuant to applicable securities laws and to the extent that other holders of rights do not exercise all of their rights under the basic subscription privilege, each holder of rights who fully exercises its basic subscription privilege will also be entitled to subscribe for additional common shares on a pro rata basis at the subscription price in the manner prescribed by securities laws and as further detailed in the rights offering circular (as defined as follows). The rights offering is expected to expire at 5 p.m. Toronto time on Dec. 22, 2023. Any rights not exercised at or before the expiry time on the expiry date will be void and will have no value.

The rights will be listed on the TSX Venture Exchange under the trading symbol DCMC.RT commencing on Nov. 27, 2023, and will be posted for trading until 12 p.m. Toronto time on the expiry date.

The completion of the rights offering is conditional upon the satisfaction of certain conditions, including, but not limited to, the receipt of all necessary regulatory approvals, including the final acceptance of the TSX-V.

In connection with the rights offering, the corporation has entered into a standby commitment agreement with Ocean Partners U.K. Ltd. and Equinox Partners Investment Management LLC, pursuant to which the standby purchasers have each agreed, subject to certain terms and conditions, to exercise its basic subscription privilege in respect of any rights it holds and, in addition thereto, to acquire any additional common shares available as a result of any unexercised rights under the rights offering, with each standby purchaser purchasing 50 per cent of such common shares, such that the corporation will, subject to the terms of the standby commitment agreements, be guaranteed to issue 33 million common shares in connection with the rights offering for aggregate gross proceeds to the corporation of approximately $3.96-million.

Each of the standby purchasers is a related party of the corporation under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, because each has beneficial ownership of, or control or direction over, directly or indirectly, more than 10 per cent of the issued and outstanding common shares. The rights offering is not subject to the related party transaction rules under MI 61-101 based on a prescribed exception related to rights offerings.

Further details on the rights offering, including eligibility requirements for shareholders to participate and the procedures to be followed by shareholders in order to subscribe for common shares, will be included in a rights offering circular, a rights offering notice, a notice to ineligible holders and the standby commitment agreements, which will be available under the corporation's issuer profile on SEDAR+. It is expected that a copy of the rights offering notice, a direct registration system advice representing the rights and a subscription form will be mailed to each registered shareholder of the corporation resident in the eligible jurisdictions (as defined herein) as at the record date. Registered shareholders who wish to exercise their rights must forward the rights DRS advice, together with the completed subscription form and the applicable funds, to the rights agent, Computershare Investor Services Inc., at or before the expiry time. Shareholders who own their common shares through an intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary.

The rights offering will be conducted only in the provinces and territories of Canada (the eligible jurisdictions). Accordingly, and subject to the detailed provisions of the rights offering circular, rights will not be delivered to, nor will they be exercisable by, persons resident outside of the eligible jurisdictions unless such holders can establish that the transaction is exempt under applicable legislation. Rather, such rights may be sold on their behalf. If you are a holder of common shares and reside outside of Canada, please review the rights offering notice, the rights offering circular and the notice to ineligible holders to determine your eligibility and the process and timing requirements to receive and exercise your rights. The corporation requests that any ineligible holder interested in exercising their rights contact the corporation at their earliest convenience.

In order to ensure that the corporation can meet its short-term obligations prior to the closing of the rights offering, the corporation has entered into a bridge loan agreement with Ocean Partners, pursuant to which Ocean Partners has agreed to provide an unsecured short-term loan to the corporation in the amount of $250,000 and bearing interest at a rate of 15 per cent per annum. The bridge loan constitutes a related party transaction for the purposes of MI 61-101 as Ocean Partners is a related party of the corporation. The corporation is exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the bridge loan in reliance on sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as the fair market value of the bridge loan does not exceed 25 per cent of the corporation's market capitalization as calculated in accordance with MI 61-101.

About Dore Copper Mining Corp.

Dore Copper Mining aims to be the next copper producer in Quebec with an initial production target of more than 50 million pounds of copper equivalent annually by implementing a hub-and-spoke operation model with multiple high-grade copper-gold assets feeding its centralized Copper Rand mill. The corporation delivered its PEA (preliminary economic assessment) in May, 2022, and is proceeding with a feasibility study.

The corporation has consolidated a large land package in the prolific Lac Dore/Chibougamau and Joe Mann mining camps that has historically produced 1.6 billion pounds of copper and 4.4 million ounces of gold. The land package includes 13 former-producing mines, deposits and resource target areas within a 60-kilometre radius of the corporation's Copper Rand mill.

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