VANCOUVER, BC, Feb. 14,
2023 /CNW/ - Deep-South Resources Inc.
("Deep-South" or the Company) (TSXV: DSM) announces that it
has closed the second and final tranche of its previously announced
non-brokered private placement (the "Private
Placement"). In the first tranche 4,200,000 units (each a
"Unit") and in the second tranche 9,700,000 Units for a
total of 13,900,000 at a price of $0.05 were issued for aggregate gross proceeds of
$695,000. Each Unit was priced
at $0.05 and consists of one common
share and one-half (1/2) of one common share purchase warrant (a
"Warrant"). Each whole warrant entitles the holder to
purchase one common share of the Company at a price of $0.10 per share for a period of thirty six (36)
months from the date of closing.
In aggregate, the two tranches of the Private Placement
consisted of 13,900,000 Units for gross proceeds of $695,000. In connection with the closing of
the two tranches of the Private Placement, the Company paid
aggregate cash finder's fee of $20,220 and issued 404,400 non-transferable
finder warrants of which entitle the holder to purchase one common
share of the Company at a price of $0.10 per share for a period of thirty six (36)
months from the date of closing the Private Placement.
Existing insiders participated in the private placement for an
aggregate amount of $10,000 being
1.44% of the private placement.
All securities issued pursuant to the Private Placement are
subject to a four-month hold period from the closing date in
accordance with applicable securities laws.
A portion of the Private Placement constitutes a "related party
transaction" within the meaning of TSXV Policy 5.9 and Multilateral
Instrument 61-101 Protection of Minority Security Holders in
Special Transactions ("MI 61-101") adopted in the Policy. The
Company intends to rely on exemptions from the formal valuation and
minority approval requirements in sections 5.5(b) and 5.7(e) of MI
61-101 on the basis that the Company is not listed on any specified
senior stock exchanges and that the Company is facing financial
hardship and the transactions are designed to improve the Company's
financial position.
The proceeds of the private placement will be used for
further exploration on the projects in Zambia and for general working capital.
About Deep-South Resources Inc.
Deep-South Resources is a mineral exploration and development
company. Deep-South's growth strategy is to focus on the
exploration and development of quality assets in significant
mineralized trends and in proximity to infrastructure in stable
countries. In using and assessing environmentally friendly
technologies in the development of its copper projects, Deep-South
embraces the green revolution.
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.
Caution Regarding Forward-Looking
Information
Information contained in this news release which are not
statements of historical facts may be "forward-looking information"
for the purposes of Canadian securities laws. Such
forward-looking information involves risks, uncertainties and other
factors that could cause actual results, performance, prospects and
opportunities to differ materially from those expressed or implied
by such forward looking information. The words "believe",
"expect", "anticipate", "contemplate", "plan", "intends",
"continue", "budget", "estimate", "may", "will", "schedule",
"understand" and similar expressions identify forward-looking
information. These forward-looking statements relate to,
among other things: the Minister's refusal to renew the Company's
Licence, the Company's intention to contest the Minister's decision
before the Courts of Namibia and
the outcome of such proceedings.
Forward-looking information is necessarily based upon a
number of estimates and assumptions that, while considered
reasonable by Deep-South, are inherently subject to significant
technical, political, business, economic and competitive
uncertainties and contingencies. Known and unknown factors could
cause actual results to differ materially from those projected in
the forward-looking information. Factors and assumptions that could
cause actual results or events to differ materially from current
expectations include, among other things: political risks
associated with the Company's operations in Namibia; the failure of the Namibian
Government to comply with its continuing obligations under the Act
to allow for the renewal of the Licence; the impact of changes in,
or to the more aggressive enforcement of, laws, regulations and
government practices; the inability of the Company and its
subsidiaries to enforce their legal rights in certain
circumstances. For additional risk factors, please see the
Company's most recently filed Management Discussions & Analysis
available on SEDAR at www.sedar.com.
There can be no assurances that forward-looking information
and statements will prove to be accurate, as many factors and
future events, both known and unknown could cause actual results,
performance or achievements to vary or differ materially from the
results, performance or achievements that are or may be expressed
or implied by such forward-looking statements contained herein or
incorporated by reference. Accordingly, all such factors should be
considered carefully when making decisions with respect to
Deep-South, and prospective investors should not place undue
reliance on forward looking information. Forward-looking
information in this news release is made as at the date hereof. The
Company assumes no obligation to update or revise forward-looking
information to reflect changes in assumptions, changes in
circumstances or any other events affecting such forward-looking
information, except as required by applicable legislation.
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SOURCE Deep-South Resources Inc.