Toachi Mining Announces Strategic Financing of up to C$1,500,000
Toachi Mining Inc., (“Toachi” or the “Company”) (TSX-V: TIM) (OTCQB: TIMGF) announced today that it intends to proceed with a strategic non-brokered private placement with a combination of insiders and high net worth investors (the “Financing Group”), for an aggregate principal amount of up to C$1,500,000 convertible debentures (the “Debentures”) of Toachi (the “Financing”), of which Toachi has already received commitments for C$1,000,000.
Each Debenture will bear interest at an annual rate of 10.85% and may be converted into a maximum of 12,500,000 common shares of the Company at a conversion price of $0.12 per share at any time prior to maturity. Maturity is 12 months following the closing date. No transaction or finder’s fees will be paid in conjunction with the issuance. The Debentures and its underlying common shares will be subject to resale restrictions of four month and one day from the closing.
The net proceeds from the Financing will be used to accelerate Toachi’s option payment to earn a controlling interest in the La Plata Project in Ecuador, advance engineering of the Toachi’s La Plata Project as well as for working capital and general corporate purposes.
Over 50% of the Financing will be subscribed by insiders of the Company, including members of the Board of Directors. A Material Change Report will be filed outlining the exemptions the Company will rely upon as described in policy NI 61-101. Toachi has been granted a conditional approval from the TSX Venture Exchange for this Financing which remains nevertheless subject to its final approval.
The Financing and all of their underlying securities will be issued pursuant to exemptions from the prospectus requirements of applicable securities legislation. The Debenture offering will thus be solely addressed to “accredited investors”, to subscribers which are not individuals and each subscribing for at least $150,000 or other prospectus exemptions in each of the Provinces of Canada and to eligible purchasers residing in jurisdictions other than Canada as agreed to by Toachi provided that no prospectus filing or comparable obligation arises and Toachi does not thereafter become subject to continuous disclosure obligations in such jurisdictions.