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Dunnedin Ventures Inc
Symbol DVI
Shares Issued 153,361,236
Close 2020-02-13 C$ 0.07
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Dunnedin arranges $3M financing; to change name

2020-02-13 10:17 ET - News Release

Ms. Claudia Tornquist reports

DUNNEDIN ANNOUNCES PRIVATE PLACEMENT OF $3,000,000 AND PLANNED NAME CHANGE TO KODIAK COPPER CORP.

Dunnedin Ventures Inc. has arranged a non-brokered private placement financing to raise aggregate gross proceeds of up to $3-million through the issuance of a combination of non-flow-through units and flow-through units. In conjunction with the private placement, the company's name will be changed to Kodiak Copper Corp. In addition, Dunnedin plans to consolidate the company's common shares on the basis of one new postconsolidation common share for every five preconsolidation common shares.

Claudia Tornquist, president and chief executive officer of Dunnedin, stated: "Two thousand nineteen was a transitional year for Dunnedin as we refocused the company from diamond to copper exploration. We acquired two porphyry projects, MPD and Mohave, and, together with our Trapper project, now have a portfolio of three 100-per-cent-owned copper porphyry projects, all large scale and with immediate exploration upside. Our first drill program at MPD yielded excellent results and we recently announced the best drill hole in the 50-year history of the project and the discovery of the high-grade Gate zone. Over spring and summer of 2020, we are planning a bigger drill program at MPD to follow up on this initial success and we will also start exploring our Mohave project. The name change to Kodiak Copper Corp. marks the final step of our company's transition to copper exploration and the start of what will be a very active year as we continue to work to unlock the discovery potential of our porphyry projects for our shareholders."

Financing

On a postconsolidation basis, non-flow-through units will be priced at 35 cents (seven cents preconsolidation), flow-through units at 45 cents (nine cents preconsolidation) and charity flow-through units at 52.5 cents (10.5 cents preconsolidation). Each unit to be issued in the private placement will consist of one common share in the capital of the company and one-half of one transferable common share purchase warrant. The warrants will entitle the holder to acquire an additional postconsolidation common share at an exercise price of 55 cents for a period of 24 months. The warrants will be subject to accelerated expiry in the event the common shares of the company trade on the TSX Venture Exchange at a postconsolidation closing price of $1.25 or more for 20 consecutive trading days.

Proceeds of the private placement will be used to finance the company's exploration programs on its wholly owned, advanced-stage copper porphyry exploration projects in British Columbia and Arizona and for general corporate purposes.

The company may pay finders' fees under the offering in accordance with applicable securities laws and the policies of the TSX-V. All securities issued in the private placement will be subject to a statutory four-month hold period. Closing of the private placement is subject to receipt of all regulatory approvals, including approval of the TSX-V.

The private placement is expected to close on or about Feb. 28, 2020. Common shares issued pursuant to the private placement will be issued on a preconsolidation basis and will be consolidated pursuant to the consolidation. The warrants issued in the consolidation will be issued on a preconsolidation basis and, upon the completion of the consolidation, will automatically be adjusted to the postconsolidation terms disclosed above.

Name change

Upon closing of the private placement, the company's name will be officially changed to Kodiak Copper and it is anticipated that Kodiak's common shares will trade on the TSX-V under the ticker symbol.

Consolidation

Subject to receipt of TSX-V approval and shareholder approval, the company intends to complete the consolidation as soon as possible, following the closing of the private placement. The company plans to hold a special and annual general meeting of the company's shareholders on or about March 25, 2020, at which the company will seek shareholder approval to the consolidation. It is anticipated that, subject to receipt of the foregoing approvals, the consolidation will become effective on or about April 1, 2020. Dunnedin currently has 153,361,236 common shares issued and outstanding and, after giving effect to the consolidation, the company expects to have approximately 30,672,247 common shares issued and outstanding on an undiluted basis, excluding any securities to be issued pursuant to the private placement.

The exercise price and number of common shares issuable upon the exercise of Dunnedin's outstanding stock options, warrants or other convertible securities will be proportionately adjusted to reflect the consolidation in accordance with the terms of such securities. Where the consolidation results in a fractional common share, the number of common shares will be rounded to the nearest whole common share.

About Dunnedin Ventures Inc.

Dunnedin is focused on its portfolio of 100-per-cent-owned copper porphyry projects in Canada and the United States. The company's most advanced asset is the MPD copper-gold porphyry project in the prolific Quesnel trough in south-central British Columbia, Canada, where the company made a discovery of high-grade mineralization in 2020. Dunnedin also holds the Mohave copper-molybdenum-silver porphyry project in Arizona, United States, near the world-class Bagdad mine. The company's Trapper copper-gold porphyry project is located in the northern Golden Triangle region of British Columbia.

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