Candente Copper Corp. (TSX:DNT, BVL:DNT, US:CCOUF) ("Candente
Copper” or “the Company") is pleased to announce that the Company
has agreed to terms for a private placement of up to Cdn$10 million
with the Lind Global Fund II, LP, an institutional investment fund
managed by The Lind Partners, LLC (collectively, "Lind").
The private placement is expected to include the
issuance of a convertible security (“Convertible Security”) and
warrants (“Warrants”) to purchase common shares of the Company
(“Shares”). The funding agreement is to comprise (i) an initial
Cdn$3,000,000 investment; and (ii) optional follow-on investment(s)
of up to Cdn$7,000,000, upon mutual agreement. The initial
Cdn$3,000,000 investment would result in the Company issuing Lind
the Convertible Security with a face value of Cdn$3,600,000 with a
24-month maturity date. The outstanding Face Value of the
Convertible Security could be repaid in cash, with a 5% premium,
(“Buy-Back Right”) or be converted into Shares at a conversion
price equal to 85% of the five-day volume weighted average price of
the Shares immediately prior to each conversion. Should the Company
exercise its Buy-Back Right, Lind would have the option to convert
up to 33.3% of the face value of the Convertible Security into
Shares.
The Warrants would be issued concurrently with
the initial funding and would allow the purchase of up to 6,250,000
Shares at a price of Cdn$0.30 per share for a period of 48 months,
which if exercised would bring in an additional Cdn$1,875,000 in
funding.
“This is the second financing provided to the
Company by Lind as they completed 50% of our $1.1M private
placement in August 2021 which provided the funding for the
recently completed 2022 Preliminary Economic Assessment (the
“PEA”). These new funds will allow us to continue to de-risk the
Cañariaco project by advancing engineering and environmental
studies as well as community relations and projects. The Company is
reviewing all engineering work to date with the goal of launching
into Feasibility and detailed Environmental Impact Assessment
(“EIA”) studies on Cañariaco Norte while applying for permits to
continue resource definition drilling at Cañariaco Sur and
exploration drilling at Quebrada Verde,” commented Joanne Freeze,
Candente Copper's President and CEO.
Lind would have restrictions on how much of the
face value of the Convertible Security may be converted in any
particular month.
Closing of the financing and issuance of the
Convertible Security is subject to negotiation and execution of a
definitive funding agreement, receipt of Toronto Stock Exchange
(“TSX”) approval, corporate approvals, and other closing conditions
customary for a funding transaction of this nature. Shares to be
issued pursuant to any conversions would be issued under TSX
private placement rules and would not be freely tradable for four
months and one day following closing and would be subject to
restrictions under applicable United States federal and state
securities laws.
The term sheet entered into by the Company and
Lind is non-binding and there can be no assurances that the funding
and the issuance of the Convertible Security and Warrants will be
completed as proposed or at all. The definitive funding agreement
is expected to contain representations, warranties, covenants and
conditions that are customary for a funding of this nature.
On another matter, an Amended 43-101 Technical
Report on the 2022 PEA was re-filed on Sedar on March 15th, 2022,
to remedy a clerical error in one the QP’s Certificates. This
report may be found on the Company website.
This press release shall not constitute
an offer to sell or a solicitation of an offer to buy nor shall
there be any sale of the securities offered in any jurisdiction in
which such offer, solicitation, or sale would be unlawful. The
securities offered have not been registered under the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”), or
applicable state securities laws, and may not be offered or sold
to, or for the account or benefit of, persons in the United States
or U.S. persons (as both such terms are defined in Regulation S
promulgated under the U.S. Securities Act) absent registration or
an applicable exemption from such registration
requirements.
About Candente Copper
The Company’s flagship project is Cañariaco,
within which Cañariaco Norte, is the 10th largest late-stage copper
resource in the world and 6th highest in grade (RFC Ambrian,
December 2021 and Haywood, December 2021). In addition to Cañariaco
Norte, the Cañariaco Project, includes the Cañariaco Sur deposit
and Quebrada Verde prospect, all within a 4km NE-SW trend in
northern Peru’s prolific mining district.
The Company is very pleased to now have
Cañariaco Norte included in 4 research reports that compare various
global copper projects. RFC Ambrian: Cañariaco
Norte in top 10 of 23 projects with potential to involve third
party M&A (December 2021); Haywood: Cañariaco
Norte is one of 18 assets selected as likely to be considered by
majors looking to acquire (December 2021); Deutsche
Bank: Cañariaco Norte identified as one of 3 projects
required to meet the upcoming copper supply-demand gap (February
2021); Goldman Sachs: Cañariaco Norte identified
with incentive copper price in the lowest quartile of the top 84
copper projects worldwide (October 2018).
About The Lind Partners
The Lind Partners manages institutional funds
that are leaders in providing growth capital to small- and mid-cap
companies publicly traded in the US, Canada, Australia and the UK.
Lind’s funds make direct investments ranging from US$1 to US$30
million, invest in syndicated equity offerings and selectively buy
on market. Having completed more than 100 direct investments
totaling over US$1 Billion in transaction value, Lind’s funds have
been flexible and supportive capital partners to investee companies
since 2011.
Joanne Freeze, P.Geo., President, CEO, Director
is the Qualified Person as defined by National Instrument 43-101
for the projects discussed above. She has reviewed and approved the
contents of this release.
This press release contains forward-looking
information within the meaning of Canadian securities laws
(“forward-looking statements”). Forward-looking statements are
typically identified by words such as: believe, expect, anticipate,
intend, estimate, plans, postulate and similar expressions, or are
those, which, by their nature, refer to future events. All
statements that are not statements of historical fact are
forward-looking statements, including, but not limited to,
statements with respect to the funding and execution of a
definitive funding agreement with Lind and the issuance of the
Convertible Security and Warrants. These forward-looking statements
are made as of the date of this press release. Although the Company
believes the forward-looking statements in this press release are
reasonable, it can give no assurance that the expectations and
assumptions in such statements will prove to be correct. The
Company cautions investors that any forward-looking statements by
the Company are not guarantees of future results or performance,
and are subject to risks, uncertainties, assumptions and other
factors which could cause events or outcomes to differ materially
from those expressed or implied by such forward-looking statements.
Such factors and assumptions include, among others, the ability of
the Company and Lind to negotiate the terms of the definitive
funding agreement, variations in market conditions; the nature,
quality and quantity of any mineral deposits that may be located;
metal prices; other prices and costs; currency exchange rates; the
Company’s ability to obtain any necessary permits, consents or
authorizations required for its activities; the Company’s ability
to access further funding and produce minerals from its properties
successfully or profitably, to continue its projected growth, or to
be fully able to implement its business strategies. In addition,
there are known and unknown risk factors which could cause our
actual results, performance or achievements to differ materially
from any future results, performance or achievements expressed or
implied by the forward-looking statements. Known
risk factors include risks associated with exploration and project
development; the need for additional financing; the calculation of
mineral resources; operational risks associated with mining and
mineral processing; fluctuations in metal prices; title matters;
government regulation; obtaining and renewing necessary licenses
and permits; environmental liability and insurance; reliance on key
personnel; local community opposition; currency fluctuations;
labour disputes; competition; dilution; the volatility of our
common share price and volume; future sales of shares by existing
shareholders; and other risk factors described in the Company’s
annual information form and other filings with Canadian securities
regulators, which may be viewed at www.sedar.com. Although we have
attempted to identify important factors that could cause actual
actions, events or results to differ materially from those
described in forward-looking statements, there may be other factors
that cause actions, events or results not to be as anticipated,
estimated or intended. There can be no assurance that
forward-looking statements will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking statements. We are under no
obligation to update or alter any forward-looking statements except
as required under applicable securities laws. CAUTIONARY
NOTE TO U.S. INVESTORSWe advise U.S. investors that this news
release uses terms defined in the 2014 edition of the Canadian
Institute of Mining, Metallurgy and Petroleum (CIM) “CIM Definition
Standards on Mineral Resources and Mineral Reserves”, as
incorporated by reference in Canadian National Instrument 43-101
“Standards of Disclosure for Mineral Projects”, for reporting of
mineral resource estimates. These Canadian standards,
including NI 43-101, differ from the requirements of the United
States Securities and Exchange Commission (SEC) as set forth in the
mining disclosure rules under Regulation S-K subpart 1300 (S-K
1300). S-K 1300 uses the same terminology for mineral
resources, but the definitions are not identical to NI 43-101 and
CIM Definition Standards. S-K 1300 uses the term “initial
assessment” for an evaluation of potential project economics based
on mineral resources. This study type has some similarities
to a Preliminary Economic Assessment, but the definition and
content requirements of an initial assessment are not identical to
the definition and content requirements for a PEA under NI
43-101.
On behalf of the Board of Candente
Copper Corp.
“Joanne C. Freeze” P.Geo., President, CEO and
Director
For further information please contact:Jonathan
PatersonJonathan.Paterson@HarborAccessllc.com+1 475 455
9401
info@candentecopper.com www.candentecopper.com
NR-147
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