07:09:53 EDT Sat 27 Apr 2024
Enter Symbol
or Name
USA
CA



Level 14 Ventures Ltd
Symbol LVL
Shares Issued 92,215,501
Close 2023-12-18 C$ 0.20
Market Cap C$ 18,443,100
Recent Sedar Documents

Copper Standard completes $3.5M closing of placement

2023-12-22 17:08 ET - News Release

See News Release (C-CSR) Copper Standard Resources Inc

Mr. Marcel de Groot reports

COPPER STANDARD (FORMERLY LEVEL 14) ANNOUNCES FIRST TRANCHE CLOSING OF PRIVATE PLACEMENT, NAME CHANGE AND CONSOLIDATION

Further to the press releases dated Dec. 1 and Dec. 19, 2023, Copper Standard Resources Inc. has closed the first tranche of its previously announced non-brokered private placement of units of the company. Pursuant to the closing of the private placement, the company issued units at a price of 15 cents per unit for gross proceeds of approximately $3.5-million. The company intends on using the net proceeds of the private placement as indicated in its amended offering document dated Dec. 19, 2023. The foregoing numbers are all on a preconsolidation (as defined and described below) basis.

The securities distributed under the private placement were issued in accordance with applicable Canadian securities laws and are not subject to a hold period. The company paid finders' fees of $2,000 in connection with a portion of the first tranche of the private placement.

The company also announces that, further to the press releases dated Dec. 5 and Dec. 19, 2023, concurrently/immediately after closing the first tranche of the private placement, the company changed its name from Level 14 Ventures Ltd. to Copper Standard Resources Inc., changed its stock ticker symbol on the Canadian Securities Exchange from LVL to CSR, and consolidated its issued and outstanding common shares on the basis of one postconsolidation share for every three preconsolidation shares.

Each unit issued in the private placement consisted of one share and one common share purchase warrant on a preconsolidation basis. Following the consolidation, each full postconsolidation warrant entitles the holder to purchase one postconsolidation share at an exercise price of 90 cents for a period of five years following the issuance of the units.

As noted in prior press releases, as a result of the consolidation, the 92,215,501 shares issued and outstanding prior to the consolidation, along with the 23,298,261 shares issued pursuant to the closing of tranche 1 of the private placement, have been reduced to a total of approximately 38,504,587 shares. Additionally, all outstanding stock options and warrants (including but not limited to the 23,298,261 warrants issued pursuant to the private placement) have also been adjusted accordingly. Therefore, each shareholder's percentage ownership in the company and proportionate voting power will remain unchanged after the consolidation, except for minor changes and adjustments resulting from the treatment of any fractional shares. The company's transfer agent, TSX Trust Company, will send to all registered holders a notice under the direct registration system, indicating the number of shares that they hold as a result of the consolidation. Currently, outstanding share certificates representing shares will continue to be effective. They should be retained by registered holders and should not be forwarded to the company or its transfer agent. Non-registered shareholders will have their brokerage accounts automatically updated to reflect the consolidation.

Related-party participation in the private placement

Insiders subscribed for 7,120,234 units of the offering for a total of 30.56 per cent of the private placement. As insiders of the company participated in the offering, it is deemed to be a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions).

Neither the company, nor, to the knowledge of the company after reasonable inquiry, a related party has knowledge of any material information concerning the company or its securities that has not been generally disclosed.

The private placement is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 (pursuant to subsections 5.5(c) and 5.7(1)(b)) as it was a distribution of securities for cash, and neither the fair market value of the units distributed to, nor the consideration received from, interested parties exceeded $2.5-million. The company did not file a material change report with respect to the participation of the insiders at least 21 days prior to the closing of the private placement as participation details were not determined at that time.

About Copper Standard Resources Inc.

Copper Standard is a resource-stage mining company with a focus on copper and gold, with an option to acquire 100 per cent of the Colpayoc property in Peru. Colpayoc has significant, untested potential for supergene and porphyry copper-gold mineralization at depth beneath drill holes bottoming in oxide gold-copper mineralization. Colpayoc is largely untested with limited drilling and is similar to many of the world-class porphyry copper-gold deposits within the prolific Yanacocha district. Copper Standard continues to evaluate opportunities in the mineral sector on a continuing basis.

We seek Safe Harbor.

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