Vancouver, British Columbia – Parallel Mining Corp. (TSX-V: PAL) (the “Company” or “Parallel”) announces it has closed the second and final tranche of its previously announced non-brokered private placement. The Company issued 500,000 common shares of the Company at a price of $0.10 per share for gross proceeds of $50,000 (the “Offering”).
The Company intends to use the proceeds of the Offering for general working capital. The shares issued pursuant to the second tranche of the private placement are subject to a statutory four month hold period expiring on August 7, 2020, in accordance with applicable securities laws.
The Company also announces that further to its news release dated January 28, 2020 regarding its loan agreement with R. Stuart Angus (the “Lender”) for the principal amount of $50,000 (the “Loan”), the Lender will receive from the Company 250,000 non-transferable share purchase warrants (the “Warrants”) as consideration for the Loan instead of bonus shares as previously announced. Each Warrant will entitle the holder to purchase one common share of the Company at $0.20 per share for a period of one year. Any shares issued on exercise of the warrants are subject to a four month hold period expiring on August 7, 2020.
The Company issued an aggregate of 500,000 common shares pursuant to the Offering and 250,000 Warrants pursuant to the Loan transaction to an insider in consideration for an aggregate of $50,000. Each transaction with the insider constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The transactions are exempt from the formal valuation requirements of MI 61-101 pursuant to section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(a) as the fair market value of the transactions will not be more than 25% of the Company’s market capitalization.
All securities issued pursuant to the Offering and the Loan are subject to statutory hold periods in accordance with applicable securities laws. This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent United States registration or an applicable exemption from United States registration requirements.
Early Warning Report
R. Stuart Angus of Sechelt, B.C., acquired 500,000 common shares of the Company pursuant to the Offering and 250,000 Warrants pursuant to the loan agreement respecting the Loan. Each Warrant is exercisable into one common share of the Company at an exercise price of $0.20 per share for a period of one year from the date of issuance. Mr. Angus acquired the common shares described above at a price of $0.10 per share for a total purchase price of $50,000. Mr. Angus acquired the Warrants in consideration for providing the Loan to the Company.
Immediately prior to the acquisition described above, Mr. Angus owned 1,333,333 common shares of the Company, representing 10.98% of the issued and outstanding shares of the Company. In addition, Mr. Angus owned 66,667 Warrants. If Mr. Angus had exercised all his Warrants, he would then have owned 1,400,000 common shares of the Issuer, representing 11.46% of the issued and outstanding shares of the Issuer on a partially diluted basis, assuming no further common shares of the Issuer have been issued.
As a result of the acquisition described above, Mr. Angus now owns 1,833,333 common shares of the Company, representing 14.5% of the issued and outstanding shares of the Company on an undiluted basis. In addition, Mr. Angus owns 316,667 Warrants. If Mr. Angus exercises all his Warrants, he would own 2,150,000 common shares of the Issuer, representing 16.59% of the issued and outstanding shares of the Issuer on a partially diluted basis, assuming no further common shares of the Issuer have been issued.
Mr. Angus acquired the securities for investment purposes, and has no present intention to dispose of or acquire further securities of the Issuer. Mr. Angus may, in the future participate in financings and/or acquire or dispose of securities of the Issuer in the market, privately or otherwise, subject to a number of factors, including general market conditions and other available investment and business opportunities.
The disclosure respecting Mr. Angus’ shareholdings contained in this press release is made pursuant to Multilateral Instrument 62-104 and a report respecting the above acquisition will be filed with the applicable securities commissions using the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) and will be available for viewing at www.sedar.com.
The Company’s head office is located at Suite 804 – 750 West Pender Street, Vancouver, British Columbia, V6C 2T7, Canada.
For further information, please contact:
Parallel Mining Corp.
President & Chief Executive Officer
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICE PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE CONTENT OF THIS NEWS RELEASE.
This news release includes certain statements that may be deemed “forward-looking statements.” All statements in this release, other than statements of historical facts, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. This news release contains historical technical information. The Company believes the technical information to be relevant and reliable, and there are no more recent estimates or data available to the Company. While the Qualified Person has reviewed the data included in this news release, a 43-101 compliant technical report has not been completed on the Mane property and the quality assurance/quality control process of the historical data could not be verified by the Qualified Person.