Not for distribution to United States newswire services or for release, publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States.
Vancouver, British Columbia – Centenera Mining Corporation (“Centenera” or the “Company”) - (TSXV: CT, OTCQB: CTMIF) announces a non-brokered private placement (the "Financing") of up to 4,166,666 units (each, a "Unit") priced at $0.12 per Unit to raise a total of up to $0.5 million. Each Unit will consist of one common share in the capital of the Company (each, a "Share") and one common share purchase warrant (each, a "Warrant"), with each Warrant entitling the holder thereof to purchase one Share at an exercise price of $0.20 per Share for a period of 36 months from the closing of the Financing. Any securities issued in connection with the Financing will be subject to a hold period of four months and one day in Canada.
The proceeds of the Financing are intended to be used to advance the Esperanza and Organullo projects and for general working capital purposes. The Company may pay finder's fees on a portion of the Financing consisting of a cash commission equal to 7% of the gross proceeds raised, and finder's warrants equal to 7% of the total number of Units issued, where each finder's warrant will entitle the holder thereof to purchase one Share at an exercise price of $0.12 per share for a period of 12 months from the closing of the Financing. The Financing is subject to TSX Venture Exchange ("TSXV") and other regulatory approval.
This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the United States, or in any jurisdiction in which such an offer or sale would be unlawful. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any United States state securities laws, and may not be offered or sold in the United States or to the account or benefit of a “U.S. person” (as defined in Regulation S under the 1933 Act) or a person in the United States absent registration or an applicable exemption from the registration requirements.
On Behalf of the Board of Directors of
CENTENERA MINING CORPORATION
President & CEO
For further details on the Company, readers are referred to the Company's website (www.centeneramining.com) and its Canadian regulatory filings on SEDAR at www.sedar.com.
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Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
This news release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable Canadian and U.S. securities legislation, including the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included herein including, without limitation, statements regarding the closing and the amount of the Financing, the intended use of proceeds of the Financing, the anticipated content and timing of exploration programs in respect of the Esperanza and Organullo projects and otherwise, anticipated exploration program results from exploration activities, the Company's expectation that it will be able to enter into agreements to relating to its current mineral properties, the discovery and delineation of mineral deposits/resources/reserves on the Esperanza and Organullo projects, and the anticipated business plans and timing of future activities of the Company, are forward-looking statements. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Often, but not always, forward-looking information can be identified by words such as "believe", "expect", "anticipate", "intend", "estimate", "postulate" and similar expressions, or are those, which, by their nature, refer to future events. In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that investor interest will be sufficient to close the Financing, market fundamentals will result in sustained gold and copper demand and prices, the Company will be able to exercise its option for its project, the receipt of any necessary regulatory approvals in connection with the Financing and future development of the Company's projects or any of the Company's other properties in a timely manner, the availability of financing on suitable terms for the development, study and continued exploration of the Company's projects, and the Company's ability to comply with environmental, health and safety laws.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information. Such risks and other factors include, among others, lack of investor interest in the Financing, operating and technical difficulties in connection with mineral exploration and development activities at the Company's projects, including the drilling program underway at the Company's projects , the fact that the Company’s interests in the Esperanza and Organullo projects is only an option and there is no guarantee that the interest, if earned, will be certain, actual results of exploration activities, estimation or realization of mineral reserves and mineral resources, the timing and amount of estimated future production, costs of production, capital expenditures, the costs and timing of the development of new deposits, the availability of a sufficient supply of water and other materials, requirements for additional capital, future prices of precious metals and copper, changes in general economic conditions, changes in the financial markets and in the demand and market price for commodities, possible variations in ore grade or recovery rates, possible failures of plants, equipment or processes to operate as anticipated, accidents, labour disputes and other risks of the mining industry, the inability of the Company to attract joint venture partners or sell any of its projects, delays or the inability of the Company to obtain any necessary permits, consents or authorizations required, including TSXV acceptance of the Financing and any current or future property acquisitions or financings and other planned activities, changes in laws, regulations and policies affecting mining operations, hedging practices, currency fluctuations, title disputes and the timing and possible outcome of pending litigation, environmental issues and liabilities, risks related to joint venture operations, as well as those factors discussed in the Company's latest Management's Discussion and Analysis and other filings of the Company with the Canadian Securities Authorities, copies of which can be found under the Company's profile on the SEDAR website at www.sedar.com.
Readers are cautioned not to place undue reliance on forward-looking information. Except as otherwise required by law, the Company undertakes no obligation to update any of the forward-looking information in this news release or incorporated by reference herein.