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VANCOUVER, BC, March 25, 2021 – Josemaria Resources Inc. (TSX: JOSE) (OMX: JOSE) (“Josemaria Resources,” “Josemaria,” or the “Company”) has announced today that it has entered into an agreement with a syndicate of underwriters led by BMO Capital Markets (the “Underwriters”), under which the Underwriters have agreed to buy on bought deal basis 14,500,000 common shares (the “Common Shares”), at a price of C$0.69 per Common Share for gross proceeds of approximately C$10 million (the “Public Offering”). The Company has granted the Underwriters an option, exercisable at the offering price for a period of 30 days following the closing of the Public Offering, to purchase up to an additional 15% of the Offering to cover over-allotments, if any.
The Company is also pleased to announce that it has agreed to launch a concurrent private placement of the SEK equivalent of approximately C$30.5 million on the same terms as the Public Offering (the “Private Placement”) from a Lundin Family related trust, and to certain other investors on a private placement basis. The Company retains the right to increase the size of the Private Placement with the SEK equivalent of up to an additional C$10 million. Any Common Shares issued pursuant to the Private Placement will be subject to a statutory hold period in Canada for a period of 4 months and one day. Finders fees of up to 5% may be payable on sales made pursuant to the Private Placement, other than with respect to sales made to the Lundin Family related trust. The minimum application in the Private Placement is the SEK equivalent to €100,000. The Company may, at its sole discretion, allocate new shares for an amount below €100,000 to the extent applicable exemptions from the applicable prospectus regulations are available. The application period for participation in the Private Placement is expected to be from March 25, 2021 to 14:30 CET March 26, 2021. The Private Placement is expected to close on or about April 19, 2021.
The net proceeds of the Public Offering and Private Placement will be used to continue advancing the Josemaria copper-gold project in San Juan, Argentina ahead of construction, repayment of certain outstanding debentures of the Company and general corporate purposes.
In respect of the Public Offering, Common Shares will be offered by way of a short form prospectus in all of the provinces and territories of Canada, other than Quebec. The Public Offering and Private Placement are expected to close on or about April 19, 2021 and are subject to Josemaria receiving all necessary regulatory approvals including the approval by the Swedish Financial Supervisory Authority of a prospectus in Sweden for the admission to trading of new shares on Nasdaq Stockholm.
This news release is not a prospectus under Regulation (EU) 2017/1129 (the “EU Prospectus Regulation”). The Company has not authorized any offer of securities to the public (as defined in the EU Prospectus Regulation) in any EEA member state and no such prospectus has been or will be prepared in connection with the Public Offering or Private Placement.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities 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 state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
The issuance of Common Shares to Zebra Holdings and Investments S.à.r.l and Lorito Holdings S.à.r.l, entities owned by the Lundin Family trust, will constitute a “related party transaction”, as defined under Multilateral Instrument 61-101 (“MI 61-101”) as such entities are insiders of the Company. The transactions will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any Common Shares issued to nor the consideration paid by such persons would exceed 25% of the Company's market capitalization.
Josemaria Resources Inc. is a natural resources company focused on developing its advanced stage, 100% owned Josemaria Copper-Gold Project in the San Juan Province of Argentina. A recently published Feasibility Study (see "NI 43-101 Technical Report, Feasibility Study for the Josemaria Copper-Gold Project, San Juan Province, Argentina " dated effective September 28, 2020 and filed on November 5, 2020) demonstrates a simple and conventional open pit copper-gold project with robust economics and a rapid payback period. Josemaria is a Lundin Group company and works in partnership with the Lundin Foundation to execute best practices in responsible mineral development in Argentina where the Lundins have a 30-year track record of value creation. The Company is a reporting issuer in all Provinces and its corporate head office is in Vancouver, BC . The Company's shares are listed on the TSX and on Nasdaq Stockholm under the symbol "JOSE", and trade on the OTCQB under the symbol "JOSMF".
On behalf of Josemaria Resources,
President and CEO
This is information that the Company is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out below on March 25, 2021 at 5:00 pm Eastern Time.
For further information, please contact:
Amanda Strong, Investor Relations, Canada
+1 604 808 9887 or firstname.lastname@example.org
Robert Eriksson, Investor Relations, Sweden
+46 701 112 615; or email@example.com
CAUTION REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS:
This press release includes certain "forward-looking information" and "forward-looking statements" (collectively "forward-looking statements") within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein, including, without limitation, the potential future development of the Josemaria Project; the anticipated use of proceeds from the Public Offering and the Private Placement, the anticipated timing of the Public Offering and the Private Placement, and the anticipated timing for obtaining requisite regulatory (including TSX) approvals; the Company's business goals and objectives are forward-looking statements. Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible", and similar expressions, or statements that events, conditions, or results "will", "may", "could", or "should" occur or be achieved.
Forward-looking statements involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include the Company's ability to finance its planned exploration and development of the Josemaria Project; commodity price fluctuations; uncertainty as to whether there will ever be production at the Company's Josemaria Project; risks related to the Company's ability to commence production and generate revenues; risks related to lack of infrastructure; risks related to delays or failure to receive requisite permits and government approvals; risks related to inclement weather; risks related to dependence on third parties for the development of projects; uncertainties relating to the assumptions underlying resource and reserve estimates; mining and development risks, including risks related to accidents, equipment breakdowns, labor disputes, non-compliance with permit requirements or other unanticipated difficulties with or interruptions in development, construction or production; the geology, grade and continuity of the Company's mineral deposits; the uncertainties involving success of exploration, development and mining activities; permitting timelines; risks pertaining to the outbreak of the global pandemics, including COVID-19; government regulation of mining operations; environmental risks; prices for energy inputs, labour, materials, supplies and services; uncertainties involved in the interpretation of drilling results and geological tests; the need for cooperation of government agencies and indigenous groups; unanticipated variation in geological structures, metal grades or recovery rates; fluctuations in currency exchange rates; unexpected cost increases; uncertainty related to title to the Company's mineral properties; the ability of the Company to satisfy the conditions of the terms and conditions of the debentures issued pursuant to credit facilities; and the timing and success in obtaining requisite regulatory approvals and other risks and uncertainties disclosed in the Company's periodic filings with Canadian securities regulators and in other Company
reports and documents filed with applicable securities regulatory authorities from time to time, including the Company's most recent Annual Information Form available under the Company's profile at www.sedar.com . In addition, these statements involve assumptions made with regard to the Company's ability to develop the Josemaria Project and to achieve the results outlined in the Feasibility Study; the ability to raise the capital required to fund construction and development of the Josemaria Project; and the results and impact of future exploration at the Josemaria Project. The Company's forward-looking statements reflect the beliefs, opinions, and projections on the date the statements are made. The Company assumes no obligation to update the forward-looking statements or beliefs, opinions, projections, or other factors, should they change, except as required by law.