Toachi Mining Announces Additional Financing of C$150,000
Toachi Mining Inc., (“Toachi” or the “Company”) (TSX-V: TIM) (OTCQB: TIMGF) is pleased to announce that it intends to proceed with a non-brokered private placement with a combination of insiders and high net worth investors, for an aggregate principal amount of C$150,000 convertible debentures (the “Debentures”) of Toachi (the “Financing”). The Financing is conducted subsequently to the Company’s previously announced convertible debentures financing on January 24, 2019 and is oversubscribed from the original offering of C$1,500,000.
Each Debenture will bear interest at an annual rate of 10.85% and may be converted into a maximum of 1,250,000 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 a majority of the Financing is to be subscribed by insiders of the Company, including members of the Board of Directors. Insiders of Toachi will participate in the Financing on the same terms as arm’s length investors. Upon completion of the Financing, their aggregate shareholdings in the Company will not change on an undiluted basis and will increase from 19.70% to 20.10% on a partly diluted basis taking into account restrictions on conversion. The participation of each insider is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") and Policy 5.9 Protection of Minority Security Holders in Special Transactions of the TSX Venture Exchange.
As Toachi is not listed on certain specified stock exchanges, it will be exempted from the requirement to obtain a formal valuation. Toachi will also be exempted from the minority approval requirements on the basis that at the time the transaction will be agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, will exceed 25% of Toachi’s market capitalization or $2,500,000.