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Wealth Minerals Completes Purchase of World Copper Ltd. Shares; Closes Non-Brokered Private Placement for Gross Proceeds of $5,750,000

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Wealth Minerals Completes Purchase of World Copper Ltd. Shares; Closes Non-Brokered Private Placement for Gross Proceeds of $5,750,000

 

 

 

 

 

Wealth Minerals Ltd. (TSX-V: WML) (OTCQB: WMLLF) (SSE: WMLCL) (FSE: EJZN) makes the following announcement in accordance with National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues and National Instrument 62-104 Take-Over Bids and Issuer Bids.

 

The Company is pleased to announce that on October 22, 2021, the Company acquired 13,225,197 common shares of World Copper Ltd. from Escalones Resource Corp. a wholly owned subsidiary of Gold Springs Resource Corp. pursuant to a securities transfer agreement among World Copper, the Company, Gold Springs and ERC for the aggregate purchase price of $4,364,315.01.

 

Immediately prior to the closing of the Acquisition, the Company beneficially owned and had control and direction over an aggregate of 8,333,333 common shares of World Copper  representing approximately 16.72% of the issued and outstanding WCU Shares. Immediately after the closing of the Acquisition, the Company beneficially owns and has control and direction over an aggregate of 21,558,530 WCU Shares, representing approximately 43.26% of the issued and outstanding WCU Shares. The change in the Company’s securityholding percentage of WCU Shares is approximately 26.54%.

 

Pursuant to the Securities Transfer Agreement, the Company also acquired from the Vendor a special warrant originally issued by World Copper to ERC on January 15, 2021. The Special Warrant entitles the holder thereof to acquire upon the deemed exercise of the Special Warrant, for no additional consideration, up to 8,148,900 common shares of World Copper from time to time, upon the exercise of any of the 19,014,101 common share purchase warrants of World Copper which were issued and outstanding as of January 15, 2021, all of which WCU Warrants remain issued and outstanding as of the date hereof.

 

Of the 13,225,197 Acquired Shares acquired by the Company, (i) 9,918,898 Acquired Shares will remain subject to a TSX Venture Exchange value securities escrow agreement made as of January 15, 2021 among World Copper, Computershare Investor Services Inc. and certain shareholders of World Copper; and (ii) 3,306,299 Acquired Shares are free trading. Any Special Warrant Shares issued will also be released from escrow in accordance with the Escrow Agreement.

 

The Company completed the Acquisition for investment purposes and, to the extent that the aggregate number of exercised Options (as defined below) is in excess of the number of WCU Shares owned by the Company immediately prior to the Acquisition, for resale purposes. The Company will review its holdings in World Copper on a continuing basis and, other than as a result of the deemed exercise of the Special Warrant resulting in the issuance of Special Warrant Shares to the Company, may from time to time and at any time, in their sole discretion, acquire or cause to be acquired additional securities of the Company, or dispose or cause to be disposed such securities, through open market transactions, private placements by the Company and other privately negotiated transactions, or otherwise, in each case in accordance with the Company’s obligations to applicable securities laws.

 

The Company will file an early warning report under World Copper’s profile on the SEDAR website at www.sedar.com. A copy of the early warning report can also be obtained from the Company’s head office at Suite 2710 – 200 Granville Street, Vancouver, British Columbia, V6C 1S4, Attn.: Marla Ritchie (Phone: 604-331-0096 Ext. 3886).

 

Closing of Non-Brokered Private Placement

 

The Company is also pleased to announce that it has closed its previously announced non-brokered private placement for aggregate gross proceeds of $5,750,000 through the issuance of 12,234,044 units at a subscription price of $0.47 per Unit.

 

Each Unit consists of one common share in the capital of the Company and one contractual option to purchase a WCU Share from the Company. Each Option will entitle the holder to purchase from the Company one WCU Share at the price of $0.33 for a period of three years. The Options held by each holder will be non-transferable and will be exercisable in accordance with the provisions of the certificates evidencing the Options.

 

In connection with the closing of the Offering, finder’s fees were payable on a portion of the Offering to PI Financial Corp. ($9,870 cash), Canaccord Genuity Corp. ($9,376.50 cash) and Richardson Wealth Ltd. ($8,225 cash). All securities issued pursuant to the Offering will be subject to a hold period of four-months and one day in Canada from the closing of the Offering. The net proceeds were used to purchase 13,225,197 WCU Shares pursuant to the abovementioned Acquisition, and for general working capital.

 

A director of the Company participated in the Offering pursuant to the terms described above, purchasing in aggregate 2,127,660 Units. This constitutes a related party transaction pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Company relied on Sections 5.5(a) and 5.7(1)(a) of MI 61-101 for an exemption from the formal valuation and minority shareholder approval requirements, respectively, as at the closing of the Offering, neither the fair market value of the Units issued in connection with the Offering, nor the fair market value of the consideration received by the Company for same, insofar as it involved the Related Party, exceeded 25% of the Company’s market capitalization.

 

About Wealth Minerals Ltd.

 

Wealth is a mineral resource company with interests in Canada, Mexico and Chile. The Company’s main focus is the acquisition and development of lithium projects in South America. To date, the Company has positioned itself to work alongside existing producers in the prolific Atacama salar, where the Company has a substantial license package.

 

Lithium market dynamics and a rapidly increasing metal price are the result of profound structural issues with the industry meeting anticipated future demand. Wealth is positioning itself to be a major beneficiary of this future mismatch of supply and demand. The Company also maintains and continues to evaluate a portfolio of precious and base metal exploration-stage projects.

 

Posted October 25, 2021

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