21:26:37 EST Sat 22 Jan 2022
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Tocvan Ventures Corp
Symbol TOC
Shares Issued 30,783,936
Close 2021-11-03 C$ 1.04
Recent Sedar Documents

Tocvan Ventures arranges $1.2-million private placement

2021-11-03 09:37 ET - News Release

Mr. Brodie Sutherland reports

TOCVAN ANNOUNCES PRIVATE PLACEMENT WITH LEAD ORDER FROM PROMINENT FINANCIER FROM MEXICO

Tocvan Ventures Corp. will proceed with a non-brokered private placement of up to 1.2 million units at $1 per unit for gross proceeds of up to $1.2-million. A lead order has been established with a prospective long-term shareholder with extensive experience in Mexican mineral exploration and development. Each unit comprises one common share of the company and one-half of one common share purchase warrant. Each warrant will entitle the holder to acquire one additional share in the capital of the company at a price of $1.50 for a period of 24 months from the date the units are issued, subject to the accelerated expiry provision described herein.

If, during any 10 consecutive trading days occurring after four months and one day have elapsed following the closing date of the offering, the closing sales price of the shares (or the closing bid, if no sales were reported on a trading day) on the Canadian Securities Exchange is greater than $1.90 per common share, the company may provide notice in writing to the holders of the warrants by issuance of a press release that the expiry date of the warrants will be accelerated to the 30th day after the date on which the company issues such press release.

The closing of the offering is subject to several conditions, including the receipt of all necessary corporate and regulatory approvals, including the exchange. All securities issued in connection with the offering will be subject to a statutory hold period of four months and one day from the date of issuance, in accordance with applicable securities legislation in Canada as well as the required legend under applicable United States securities legislation. The proceeds from the offering will be used for general working capital. The company may pay finders' fees and issue finders' warrants to eligible finders.

"After reviewing many finance options for Tocvan, we are extremely pleased to bring on board a strong long-term shareholder that has extensive experience in Mexican mineral exploration and development," commented chief executive officer Derek Wood. "Our newest shareholder was an early and significant investor in SilverCrest Metals, with a current market capitalization of over $1.5-billion. We feel this bodes well for the future of Tocvan as we continue to move towards definition drilling and bulk sampling at Pilar. We are excited to begin our next phase of drilling at Pilar."

Use of proceeds

The proceeds of the raise will go toward the advancement of the Pilar and El Picacho gold-silver projects in Sonora, Mexico. At Pilar, recent drilling success will be followed up with a trench program for exploration and metallurgical testing, followed by continued stepout and exploration drilling. At El Picacho, groundwork will commence with detailed mapping and sampling to confirm priority targets for later trenching and drill targeting.

The existing shareholder exemption and the investment dealer exemption

The offering is also available to existing shareholders of the company who, as of the close of business on Nov. 1, 2021, hold common shares of the company (and who continue to hold such common shares as of the closing date), pursuant to the prospectus exemption set out in Alberta Securities Commission Rule 45-513 -- Prospectus Exemption for Distribution to Existing Security Holders, and in similar instruments in other jurisdictions in Canada. The existing shareholder exemption limits a shareholder to a maximum investment of $15,000 in a 12-month period, unless the shareholder has obtained advice regarding the suitability of the investment and, if the shareholder is resident in a jurisdiction of Canada, that advice has been obtained from a person that is registered as an investment dealer in the jurisdiction. If the company receives subscriptions from investors relying on the existing shareholder exemption exceeding the maximum amount of the financing, the company intends to adjust the subscriptions received on a pro rata basis.

The company has also made the offering available to certain subscribers pursuant to the investment dealer exemption.

In accordance with the requirements of the investment dealer exemption, the company confirms that there is no material fact or material change about the company that has not been generally disclosed.

Any participation by insiders of the company in the offering will be on the same terms as arm's-length investors. Depending on market conditions, the gross proceeds of the offering could be increased or decreased. The participation of any directors or officers of the company in the offering will constitute a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions, and the policies of the exchange. For any such participation, the company will rely on exemptions from the formal valuation and minority shareholder approval requirements, pursuant to sections 5.5(b) and 5.7(1)(a), respectively, of MI 61-101, as the company is not listed on a specified stock exchange and, at the time the offering was agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves a related party (within the meaning of MI 61-101), will exceed 25 per cent of the company's market capitalization (calculated in accordance with MI 61-101).

About Tocvan Ventures Corp.

Tocvan is a well-structured exploration development company. Tocvan was created in order to take advantage of the prolonged downturn in the junior mining exploration sector by identifying and negotiating interest in opportunities where management feels it can build upon previous success. Tocvan is earning into two exciting opportunities in Sonora, Mexico: the Pilar gold-silver project and the El Picacho gold-silver project. Management feels both projects represent tremendous opportunity to create shareholder value.

We seek Safe Harbor.

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