/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES/
TSXV–F
VANCOUVER, Aug. 3, 2017 /CNW/ - FIORE EXPLORATION LTD.
(TSXV: F.V) (OTCQB:FIORF) ("Fiore"). Fiore is pleased
to announce that has closed its brokered private placement of
subscription receipts for gross proceeds of $17,007,581. The Company and its subsidiary
issued an aggregate of 55,762,561 subscription receipts at
$0.305 per subscription
receipt. Each subscription receipt will convert as part
of Fiore's business combination with GRP Minerals Corp. into one
unit of Fiore Gold Ltd., the resulting issuer of the business
combination, with each unit consisting of one common share and one
share purchase warrant exercisable for a period of three years from
completion of the business combination into a common share of Fiore
at $0.45 per share.
The gross proceeds from the Offering less the Agents' expenses
have been placed into escrow with Computershare Trust Company
pending completion of the business combination and satisfaction of
the escrow release conditions. The offering was led by GMP
Securities L.P. and Eventus Capital Corp. as co-lead agents and
joint bookrunners, and included Haywood Securities Inc. The agents
received a 6% cash commission (other than in respect of certain
purchases), which has been placed into escrow with the proceeds of
the offering, and an aggregate of 3,331,833 brokers warrants, each
exercisable into one unit of the Company on the same terms as
above. All securities issued under the Offering are subject to a
hold period expiring December 4,
2017, however, will become free-trading as part of the
business combination with GRP Minerals Corp.
The net proceeds will be used for expansion of the Pan Mine
leach pads, drilling at both Pan and Gold Rock, general corporate
expenses, working capital and production expansion.
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, nor shall there
be any sale of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful. 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.
Trading in the common shares of the Company has been halted in
accordance with the policies of the TSX Venture Exchange (the
"Exchange") and will remain halted until such time as all required
documentation has been filed with and accepted by the Exchange and
permission to resume trading has been obtained from the
Exchange.
On behalf of FIORE EXPLORATION LTD.
"Tim Warman"
Chief Executive Officer
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.
Cautionary Note Regarding Forward Looking Statements
This news release contains "forward-looking statements" and
"forward looking information" (as defined under applicable
securities laws), based on management's best estimates, assumptions
and current expectations. Such statements include but are not
limited to, statements with respect to the changes to management of
the Company, the completion of the business combination, the
satisfaction of the escrow release conditions and automatic
conversion of the subscription receipts, and, Fiore's plans for the
use of proceeds of the offering and the future exploration and
development of the Pan Mine, the Gold Rock Project and the Golden
Eagle Project. Generally, these forward-looking statements
can be identified by the use of forward-looking terminology such as
"expects", "expected", "budgeted", "forecasts" and
"anticipates". These statements should not be read as
guarantees of future performance or results. Such statements
involve known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements to be
materially different from those expressed or implied by such
statements, including but not limited to: risks related to the
receipt of all necessary approvals for the business combination,
risks related to the Pan Mine, the Gold Rock Project and the Golden
Eagle Project, risks related to the successful integration of the
businesses of the two companies; risks related to international
operations; risks related to general economic conditions, actual
results of current exploration activities, unanticipated
reclamation expenses; changes in project parameters as plans
continue to be refined; fluctuations in prices of metals including
gold; fluctuations in foreign currency exchange rates, increases in
market prices of mining consumables, possible variations in mineral
reserves, grade or recovery rates; failure of plant, equipment or
processes to operate as anticipated; accidents, labour disputes,
title disputes, claims and limitations on insurance coverage and
other risks of the mining industry; delays in the completion of
exploration, development or construction activities, changes in
national and local government regulation of mining operations, tax
rules and regulations, and political and economic developments in
countries in which GRP and Fiore operate. Although Fiore has
attempted to identify important factors that could cause actual
results to differ materially from those contained in
forward-looking statements, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can
be no assurance that such statements will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. The forward-looking statements and
forward looking information are made as of the date hereof and are
qualified in their entirety by this cautionary statement. Fiore
disclaims any obligation to revise or update any such factors or to
publicly announce the result of any revisions to any of the
forward-looking statements or forward looking information contained
herein to reflect future results, events or developments, except as
require by law. Accordingly, readers should not place undue
reliance on forward-looking statements and information. Please
refer to Fiore's most recent filings under its profile at
www.sedar.com for further information respecting the risks
affecting Fiore and its business.
SOURCE Fiore Exploration Ltd.