NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED StATES
Vancouver, B.C., September 29, 2015: American CuMo Mining Corporation (“CuMoCo” or the “Company”) (TSXV: MLY; OTCQX: MLYCF) is pleased to announce a non-brokered private placement of up to 10,000,000 units (the “Units”) at a price of Cdn$0.08 per Unit for gross proceeds of up to $800,000 (the “Offering”). Funds will be used for general working capital ($400,000) and to fund ongoing work on the Company’s CuMo porphyry molybdenum-copper-silver project located in Idaho (the “CuMo Project”) ($400,000). Each Unit will consist of one common share of the Company and one share purchase warrant (a “Warrant”) exercisable to purchase one common share of the Company at a price of Cdn$0.15 per common share for a period of five years from the date of issue, subject to an acceleration provision whereby the term of the Warrants may be accelerated in the event that the Company’s common shares trade at or above a price of Cdn$0.175 per share for a period of 10 consecutive trading days. In such case, the Company may give notice to the holders of Warrants that the Warrants will expire 20 days from the date of providing such notice.
The Offering shall include two parts: a private placement to existing shareholders of CuMoCo (the “Existing Shareholder Private Placement”) under a new prospectus exemption process as set out in British Columbia Instrument 45-534 (and in similar instruments in other provinces of Canada except for Ontario and Newfoundland and Labrador) and a non-brokered private placement to all other eligible investors in accordance with applicable TSX Venture Exchange rules and securities laws (the “Concurrent Offering”).
Existing shareholders of CuMoCo are encouraged to participate in the proposed Existing Shareholder Private Placement and are invited to contact CuMoCo by email at info@cumoco.com or by telephone at +1 (604) 689-7902, for additional information. Only CuMoCo shareholders who, as of the close of business on September 25, 2015, held common shares of CuMoCo and continue to hold common shares at the time of closing may participate in the Existing Shareholder Private Placement. Unless the CuMoCo shareholder is a person that has obtained advice regarding the suitability of the investment and, if such shareholder is resident in a jurisdiction of Canada, that advice has been obtained from a person that is registered as an investment dealer in such jurisdiction, the aggregate subscription cost to such shareholder for the Units subscribed under the Existing Shareholder Private Placement cannot exceed $15,000 (187,500 Units). Existing shareholders who are residents of the Provinces of Alberta, British Columbia, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island, Québec, Saskatchewan, Yukon, Northwest Territories and Nunavut may participate in the Existing Shareholder Private Placement and existing shareholders resident in countries other than Canada may need to meet the applicable eligibility requirements, if any, in their jurisdiction of residence to participate. Shareholders resident in Ontario and Newfoundland and Labrador are not permitted to participate in the Existing Shareholder Private Placement.
The maximum offering under the Existing Shareholder Private Placement shall be the balance of the Offering not sold through the Concurrent Offering to institutional and eligible accredited investors and no minimum number of Units and minimum dollar amount raised has been set. If the aggregate subscriptions for Units under the Existing Shareholder Private Placement exceed the maximum number of Units proposed to be distributed, subscriptions will be accepted on a first come, first served basis such that it is possible that a subscription received from a shareholder may not be accepted by the Company if the Offering is over-subscribed, The Board of Directors will decide on whether or not to increase the size of the placement to accommodate the over subscription. The terms and completion of the Offering are subject to TSX Venture Exchange approval.
The securities offered pursuant to the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any United States state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
UPDATE ON CUMO PROJECT
The Company announces that the Supplemental Environmental Assessment being prepared for the CuMo Project is nearing completion, which will enable the Company to complete its exploration program. The US Forest Service has delivered replies to all objections filed by opposition groups and the Company is awaiting the delivery of the final Decision Notice.
The Company has also decided to investigate the possibilities of applying ore sorting techniques to the CuMo Project. Ore sorting allows for the separation of the material that contains the grade from the waste. Given that only approximately 10 to 20% of the actual rock at the CuMo Project contains the grade, the Company believes that ore sorting has excellent potential to substantially reduce costs, both capital and operating, for the project. The investigation will begin with the collection of samples for analysis during the last week of September and should take a few months to complete. An independent engineering firm will complete a National Instrument 43-101 compliant report on the ore-sorting results.
Discussions continue with potential financing partners on funding the full feasibility study for the CuMo Project.
Mr. Shaun M. Dykes, M.Sc. (Eng), P.Geo., President and CEO of the Company, is the designated qualified person for the CuMo Project, and prepared the technical information contained in this news release.
About CuMoCo
CuMoCo is focused on advancing its CuMo Project towards feasibility and establishing itself as one of the largest and lowest-cost molybdenum producers in the world, as well as a significant producer of copper and silver. Management is continuing to build a strong foundation from which to move the Company and the CuMo Project forward. For more information, please visit www.cumoco.com and www.cumoproject.com
American CuMo Mining Corporation
American CuMo Mining Corporation
Tel: (604) 689-7902
Email: info@cumoco.com
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 this new release.
Forward-looking information
This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation including, but not limited to, statements that address activities, events or developments that the Company expects or anticipates will or may occur in the future, such the Company’s ability to move its CuMo Project to feasibility and production, and to become one of the largest and lowest-cost molybdenum producers in the world as well as a significant producer of copper and silver. Forward-looking information is based on a number of material factors and assumptions, including the result of exploration activities, the ability of the Company to raise the financing for a feasibility study and to put the CuMo project into production, that no labour shortages or delays are experienced, that plant and equipment function as specified that the Court will not intervene with the Company’s proposed exploration activities at the CuMo Project, and the ability of the Company to obtain all requisite permits and licenses to advance the CuMo Project and eventually bring it into production. Forward-looking information involves known and unknown risks, future events, conditions, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future prediction, projection or forecast expressed or implied by the forward-looking information. Such factors include, among others, the interpretation and actual results of current exploration activities; changes in project parameters as plans continue to be refined; future prices of molybdenum, silver and copper; possible variations in grade or recovery rates; labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing, as well as those factors disclosed in the Company’s publicly filed documents, including the Company’s Management’s Discussion and Analysis for the period ended March 31, 2015. 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 information 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 information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information.