Trading Symbol TSX V: GTC
VANCOUVER, July 16,
2014 /CNW/ - Getty Copper Inc. (TSXV: "GTC")
("Getty" or the "Corporation") is pleased to announce
the closing of a private placement financing (the "Private
Placement") of 6,668,000 common shares (the "Common
Shares) at a price of Cdn$0.05
per Common Shares for an aggregate subscription price of
Cdn$333,400. Approximately 58%
of the Private Placement was purchased by insiders of the
Corporation. Proceeds from the Private Placement will be used
for general and administrative expenses. No finders' fees are
payable. All securities issued pursuant to the Private
Placement will be subject to a four-month hold period until
November 17, 2014.
Related Party Transactions
John Lepinski, and
certain other insiders, including, Donald
Willoughby and Corby
Anderson, (together, the "Related Parties"), who
are each considered an "insider" of the Corporation for the
purposes of the Policies of the TSX-V, participated in the Private
Placement, and such participation in the Private Placement is
considered a "related party transaction" within the meaning
of Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions ("MI
61-101"). As the Private Placement is a related party
transition, the following additional disclosure details are
provided (following the listing of disclosure in section 5.2
of MI 61-101).
In conducting their review and approval process
with respect to the Private Placement, the board of directors of
the Corporation has determined that the distribution of an
information circular to shareholders, the preparation and
distribution of a formal valuation and the seeking of shareholder
approval for, and in connection with, the Private Placement is not
necessary under MI 61-101, because:
- for the purposes of Section 5.5(a) of MI 61-101 the Board have
determined, in good faith, that neither Common Shares issued to,
nor the aggregate consideration to be paid by, each of the Related
Parties in connection with the Private Placement will exceed 25 per
cent of the market capitalization of the Corporation on the date
hereof, and on that basis the Private Placement falls within an
exemption from a formal valuation requirement of Section 5.4 of MI
61-101; and
- for the purposes of Section 5.7(1)(a) of MI 61-101 the Board
have determined, in good faith, that neither the Common Shares
issued to, nor the aggregate consideration to be paid by, each of
the Related Parties in connection with the Private Placement will
exceed 25 per cent of the market capitalization of the Corporation
on the date hereof, and on that basis the Private Placement falls
within an exemption to the minority shareholder approval
requirement of Section 5.6 of MI 61-101.
Early Warning Disclosure
In connection with the Private Placement,
John Lepinski, of 1000 Austin
Avenue, Coquitlam, BC, a director
of the Corporation and since 1992 a control person of the
Corporation reports that on July 16,
2014, he acquired, direct or indirect, ownership of
3,000,000 Common Shares of the Corporation at a price of
$0.05 per Common Share. As a
result, Mr. Lepinski now has, direct or indirect, ownership of
37,823,999 Common Shares of the Corporation representing
approximately 36.04% of the issued and outstanding Common Shares of
Corporation. In addition, Mr. Lepinski holds stock options to
purchase an additional 711,850 Common Shares of the
Corporation. If these stock options were exercised,
John Lepinski would own, directly or indirectly, 38,535,849
Common Shares of the Corporation representing approximately, 36.47%
of the Corporation's then issued and outstanding Common
Shares. John Lepinski acquired
the Common Shares for investment purposes and he may increase or
decrease his ownership position in the future.
Mr. Lepinski is relying on the "accredited investor" exemption
pursuant to section 2.3 of National Instrument 45-106 -
Prospectus and Registration Exemptions.
This section of the news release is issued
pursuant to National Instrument 62-103 – The Early Warning
System and Related Take Over Bids and Insider Reporting Issues
in connection with an early warning report filed by
Mr. Lepinski today (the "Report"). A copy of the
Report may be found under Getty's profile on www.sedar.com.
ON BEHALF OF THE BOARD OF DIRECTORS
Dr. Corby G. Anderson QP CEng FIMMM FIChemE
This release includes certain statements that may
be deemed "forward-looking information" in connection with the
likelihood of completion of a private placement. Any
statement about a future event is inherently uncertain and
completion of any financing is subject to a number of conditions
including regulatory and the state of capital markets. For
more information on the Corporation, investors should review the
Corporation's filings that are available at www.sedar.com.
Neither TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in policies
of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.
SOURCE Getty Copper Inc.