Erin Ventures Inc. ("Erin" or the “Company”) [TSXV: EV] is pleased to announce that it has completed its non-brokered private placement offering initially announced on September 27, 2019 for an amount of aggregate gross proceeds of $442,250.
Pursuant to the terms of the private placement, Erin issued 8,845,000 units (“Units”) at a price of $0.05 per Unit. Each Unit is comprised of one (1) common share in the capital of the Company (each a “Common Share”) and one (1) warrant which are exercisable into one (1) Common Share of the Company (each a “Warrant”). The Warrants are exercisable for two (2) years at a price of $0.075.
The Warrants also have an acceleration clause whereby if the Common Shares trade on the TSX Venture Exchange (“TSXV”) at a price equal or greater than the designated trigger price of $0.15 for more than ten (10) consecutive trading days, Erin shall have the right to give written notice to the holder requiring the holder to exercise the Warrant, in whole or in part, within a period of thirty (30) days from the date of receipt of notice from Erin.
The Common Shares and Warrants comprising the Units will be subject to a four (4)-month and one (1) day hold period in accordance with the policies of the TSXV and applicable securities legislation.
The net proceeds from this financing will be used to fund further development of its wholly owned Piskanja boron project in Serbia, and for general working capital purposes.
This offering was carried on a private placement basis pursuant to prospectus exemptions of applicable securities laws and has received final acceptance by the TSXV. Two (2) arm’s length finders are to be paid $4,750 and $1,125, respectively, for finders’ fees in accordance with the rules of the TSXV Corporate Finance Manual.
Additionally, Erin paid one broker a commission of $4,800 and 120,000 non-transferrable broker warrants entitling the broker to purchase securities of Erin equivalent to the Units described above for a two (2) year period at a price of $0.05 (each, a “Broker Warrant”). The commission and Broker Warrants are to be paid in accordance with the rules of the TSXV Corporate Finance Manual.
Blake Fallis and Tim Daniels, both insiders of the Company, were issued 120,000 Units and 1,400,000 Units, respectively, pursuant to the private placement, which constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”). The private placement is exempt from the formal valuation approval requirements of MI 61-101and exempt from the minority shareholder approval requirements of MI 61-101 as at the time of the private placement was announced and closed, neither the fair market value of the private placement, nor the fair market value of the consideration for the private placement, in the aggregate or insofar as it involves interested parties, exceeded 25% of the Company’s market capitalization. The Company did not file a material change report more than 21 days before the expected closing of the private placement because the closing date of the private placement had not yet been determined and the Company deems such timeline reasonable in the circumstances to as to be able to avail itself of the proceeds of the private placement in an expeditious manner.