Inca One Announces Financings Of US$2.5 Million Ore Backed Note Facility And CAD$2.5 Million Equity Private Placement
Vancouver, BC - November 18, 2015 - INCA ONE GOLD CORP. (TSX.V:IO) ("Inca One" or the "Company"), is pleased to announce a non-brokered private placement of mineral/ore backed purchase notes (the “Notes” or the “Ore Backed Notes”) for gross proceeds of up to US$2,500,000 at a price of US$100.00 per Note (the “Offering”), under the terms described below and subject to TSX Venture Exchange (the “TSXV”) approval.
Concurrently, Inca One announces a non-brokered private placement of up to 22,700,000 units (the “Units”) at a subscription price of CAD$0.11 per Unit, for gross proceeds of up to CAD$2,500,000 (the “Equity Private Placement”), subject to TSXV approval. Each Unit will be comprised of one common share (a “Share”) and one half of a transferable common share purchase warrant (a “Warrant”). Each whole Warrant will be exercisable to purchase an additional common share (a “Warrant Share”) of the Issuer at an exercise price of CAD$0.18 for a period of 36 months from the closing date, expected to be November 30, 2015 (“Placement Closing Date”).
The Company intends to make a listing application for the Notes to become publically tradeable on the TSXV within twelve months of the Note issuance date, noting that there is no guarantee that the TSXV will attain listing approval for the Notes. Listing is subject to the approval of the TSXV.
The Notes will bear interest at a rate of 12% per annum payable quarterly in arrears, have a maturity date 60 months from the date of their issuance, be secured by the inventory and related assets of Inca One’s Peruvian operating subsidiaries (the “Subsidiaries”), and be subject to a four (4) month hold period from the Note issuance date. The Notes will also have an early redemption clause, at the option of the Issuer, with redemption no earlier than 12 months from the Note issuance date (the “Redemption Clause”). The Redemption Clause may require amendments to comply with listing requirements. Proceeds of the Notes will be used towards mineral/ore purchases, repayment of inventory-related debt (as applicable), and transaction and legal expenses.
In the event a listing cannot be obtained within one (1) year of issuance, the term of maturity will be reduced from 60 to 36 months. The Notes will be offered to accredited investors only. Closing of the Offering is subject to the approval of the TSXV.
The proceeds of the Equity Private Placement will be used primarily for optimization initiatives designed to enhance cash flow. Such items include water well development, national power grid access and the buyout of certain high cost equipment leases. Other expenditures include expansion permitting, legal and transaction costs applicable to recently announced acquisitions (see Inca One press releases dated October 7, 2015 and October 29, 2015), elimination of certain short-term debt, and general working capital purposes.
All securities issued in connection with the Equity Private Placement will be subject to a statutory hold period of four (4) months plus a day from the date of issuance in accordance with applicable securities legislation. Closing of the Equity Private Placement is subject to the approval of the TSXV, and execution of definitive documentation.
The Corporation may pay commissions and fees to eligible finders of the Notes and the Equity Private Placement in cash and warrants, as applicable, subject to compliance with the rules of the TSXV.
The securities described herein have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States unless registered under the Act or unless an exemption from registration is available.
About Inca One
Inca One is a Canadian-based mineral processing company with a gold milling facility in Peru, servicing government-permitted, small-scale miners. As part of the terms of the original purchase agreement for the Chala, Peru processing facility, Inca One has an agreement between its wholly owned subsidiary, Chala One SAC, and the seller and initial permit applicant, to operate under the umbrella of formalization until the successful completion of all the environmental and operating permits. Peru, a highly mineral-rich country, is one of the world's top producers of gold, silver, copper and zinc, with substantial production coming from small scale miners who need government permitted milling facilities to process their mineral (such as the Company's Chala Plant).
On behalf of the Board,
President & CEO
INCA ONE GOLD CORP.
For More Information Contact:
Inca One Gold Corp.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE.
Statements regarding the Company which are not historical facts are "forward-looking statements" that involve risks and uncertainties. Such information can generally be identified by the use of forwarding-looking wording such as "may", "expect", "estimate", "anticipate", "intend", "believe" and "continue" or the negative thereof or similar variations. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements due to factors such as: (i) fluctuation of mineral prices; (ii) a change in market conditions; and (iii) the fact that the Company has limited operating experience with its Chala plant and future operational results may not be accurately predicted based on this limited information to date. Except as required by law, the Company does not intend to update any changes to such statements. Inca One believes the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included herein should not be unduly relied upon.
This news release deals only with the Company's Chala plant, which is an industrial project. This presentation does not deal at all with the Company's sole mineral exploration property, the Corizona property. Investors should note that no resource has been established on the Corizona property and all of the material currently being processed at the Chala plant is received from local small-scale mining operations.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state.