/NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES NOR FOR
DISSEMINATION IN THE UNITED STATES OF
AMERICA/
VANCOUVER,
Aug. 15, 2013 /CNW/ - Atico Mining
Corporation (TSX.V: ATY | OTC: ATCMF) is pleased to announce
its plans to complete a brokered private placement for aggregate
gross proceeds of C$10,035,000, a
non-brokered private placement for aggregate gross proceeds of
approximately C$2,025,000, a
US$6,000,000 senior secured repayable
debt facility and a private placement of an aggregate of
US$2,000,000 of convertible
debentures.
Brokered Private Placement:
Atico has entered into an agreement with a
syndicate of agents led by Canaccord Genuity Corp. and including
Stifel Nicolaus Canada Inc. and Stonecap Securities Inc. (the
"Agents"), to sell 22,300,000 units (the "Units") on a private
placement commercially reasonable efforts basis at a price of
C$0.45 per Unit for gross proceeds of
up to C$10,035,000 (the "Offering").
In addition, the Company will grant the Agents an over-allotment
option, exercisable prior to the closing of the Brokered Offering,
to purchase from the Company up to an additional 6,700,000 Units at
C$0.45 per Unit to raise additional
gross proceeds of up to C$3,015,000
(the "Over-Allotment Option", and together with the Offering, the
"Brokered Offering").
The closing of the Brokered Offering is expected
to occur on or about September 10,
2013 or such other date as may be agreed upon by the Company
and the Agents.
Each Unit shall consist of one common share of
the Company ("Common Share") and one half of one Common Share
purchase warrant (each whole warrant, a "Warrant"). Each Warrant
shall be exercisable into one common share of the Company for a
period of 24 months from closing at an exercise price of
C$0.65.
Completion of the Brokered Offering is subject
to a number of conditions, including the completion of due
diligence by the Agents, the negotiation and execution of
definitive documentation, receipt of any required regulatory
approvals, receipt of the approval of the TSX Venture Exchange (the
"Exchange") for the listing on the Exchange of the common shares
issuable on closing as well as the common shares issuable on
exercise of the Warrants and such other conditions as are customary
for transactions of this nature. The Completion of the Brokered
Offering is also subject to completion of the Debt Financing (as
defined below).
Non-Brokered Private
Placement:
The Company also announces that it plans to
complete a non-brokered private placement financing for gross
proceeds of up to C$2,025,000 (the
"Non-brokered Offering"). The Non-brokered Offering will consist of
up to 4,500,000 units at a price of C$0.45 per unit (the "Non-brokered Units") and is
expected to close concurrently with the Brokered Offering.
Each Non-brokered Unit shall consist of one
Common Share and one half of one Common Share purchase warrant
(each whole warrant, a "Non-brokered Warrant"). Each Non-brokered
Warrant shall be exercisable into one common share of the Company
for a period of 24 months from closing at an exercise price of
C$0.65.
A Finder's Fee may be payable in cash to certain
finders in consideration of their efforts in locating investors.
Completion of the Non-brokered Offering is subject to a number of
conditions, including the execution of definitive documentation,
receipt of any required regulatory approvals, receipt of the
approval of the Exchange for the listing on the Exchange of the
common shares issuable on closing as well as the common shares
issuable on exercise of the Non-brokered Warrants and such other
conditions as are customary for transactions of this nature. The
Completion of the Non-brokered Offering is also subject to
completion of the Debt Financing (as defined below).
Debt Financing and Convertible Debenture
Financing:
Atico is also pleased to announce that it has
received a non-binding indicative proposal letter (the "Proposal")
from Trafigura Pte. Ltd. ("Trafigura") for a senior secured
facility of up to US$6,000,000 (the
"Debt Financing"), the stated purpose of which is to assist Atico
in expanding current production at its El Roble project in
Colombia.
Pursuant to the Proposal, it is the intention of
the parties that the Debt Financing will have a repayment term of
48 months, including a 12 month grace period, with annual carried
interest of LIBOR plus 9% payable quarterly.
It is also intended that Trafigura will purchase
US$2,000,000 in convertible
debentures, with a term of 48 months and annual carried interest of
LIBOR plus 9% payable quarterly, convertible at the election of
Trafigura into Common Shares at an exercise price per Common Share
to be calculated based on a 40% premium to the 20 day
volume-weighted average price for the Common Shares at the time of
closing (the "Convertible Debenture Financing").
It will be a condition to the Debt Financing and
the Convertible Debenture Financing that the parties enter into an
off-take agreement for 175,000 tonnes of copper concentrate
produced from the El Roble project (the "Off-take Agreement").
Entering into the Debt Financing and the
Convertible Debenture Financing remains subject to a number of
conditions, including the negotiation and execution of definitive
documentation (including the Off-take Agreement) and regulatory
approval.
The closing of Debt Financing is expected to
occur on or about September 10, 2013,
or such other date as may be agreed upon by the Company and
Trafigura.
General:
The proceeds raised under the Offering,
Non-brokered Offering, Debt Financing and Convertible Debenture
Financing will be used for the exercise of the El Roble property
option, capital expenditure, exploration and for general working
capital purposes.
Securities issued under the Brokered Offering,
Non-brokered Offering and Convertible Debenture Financing will be
subject to a four month hold period which will expire four months
from the date of closing.
This news release does not constitute an offer
to sell or a solicitation of an offer to buy any of the 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 or to U.S. Persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption
from such registration is available.
The El Roble Property
The El Roble property is the site of an
operating underground copper and gold mine with nominal capacity of
400 tonnes per day. Over the past 22 years the mine has processed
1.5 million tonnes of ore at an average grade of 2.5% copper and an
estimated 2.5 g/t gold. Copper and gold mineralization at El Roble
occurs as volcanogenic massive sulfide ("VMS") lenses. Atico's
underground drilling has discovered additional high-grade
mineralization below the mine workings. Exploration on the
surrounding 6,679 ha property over the past two years has defined a
productive contact and an enclosing package of host rocks that
extend 10 kilometers across the property. The entire strike length
is marked by ("VMS") mineralization occurrence indicators.
About Atico Mining Corporation
Atico is a growth oriented, copper and gold
exploration and development company focused on mining opportunities
in Latin America. The company's
primary property is the El Roble project. The company is
selectively pursuing additional acquisition opportunities. For more
information, please visit our website at www.aticomining.com.
ON BEHALF OF THE BOARD
Fernando E.
Ganoza
CEO
Atico Mining Corporation
Trading symbols: TSX.V: ATY | OTC: ATCMF
Neither the 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 release.
No securities regulatory authority has either
approved or disapproved of the contents of this news release. The
securities being offered 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 in the United States, or to, or for the account
or benefit of, a "U.S. person" (as defined in Regulation S of the
U.S. Securities Act) unless pursuant to an exemption therefrom.
This press release is for information purposes only and does not
constitute an offer to sell or a solicitation of an offer to buy
any securities of the Company in any jurisdiction.
Cautionary Note Regarding Forward Looking
Statements
This announcement includes certain
"forward-looking statements" within the meaning of Canadian
securities legislation. All statements, other than statements of
historical fact, included herein, without limitation the completion
of the Offering, the Non-brokered Offering, Debt Financing and
Convertible Debenture Financing, and the use of proceeds from such
financings, are forward-looking statements. Forward- looking
statements involve various risks and uncertainties and are based on
certain factors and assumptions. 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
uncertainties relating to the ability to negotiate the transactions
on acceptable terms, timing of closing; the ability to satisfy
conditions of the Brokered Offering, Non-brokered Offering and Debt
Financing; receipt of approval from the Exchange; completion of the
Brokered Offering, Non-brokered Offering, Debt Financing, Off-take
Agreement and Convertible Debenture Financing; and other risks and
uncertainties disclosed under the heading "Risk Factors" in the
prospectus of the Company dated March 2,
2012 filed with the Canadian securities regulatory
authorities on the SEDAR website at www.sedar.com
SOURCE Atico Mining Corporation