Avrupa Minerals Ltd. (AVU:TSXV) is pleased to announce that it intends to complete a $500,000 private placement and a four (4) to one (1) share consolidation.
Subject to the approval of the TSX Venture Exchange (the “Exchange”), the Company intends to proceed to a non-brokered private placement offering (the “Offering”) for aggregate gross proceeds of a maximum of $500,000. The Offering will be comprised of up to 16,666,666 units (each, a “Unit”) at a price of $0.03 on a pre-consolidation basis.
The pricing of the Offering is in reliance of the Temporary Relief Measures of the $0.05 Minimum Pricing Requirement (the “Temporary Relief Measures”) established by the Exchange on April 8, 2020. In response to the COVID-19 pandemic, the Exchange published the Temporary Relief Measures, lowering the minimum price from $0.05 to $0.01 per share for shares issued pursuant to a private placement, where the market price of an issuer’s shares is not greater than $0.05. The Company will seek to utilize such Temporary Relief Measures.
Each Unit will be comprised of one common share in the capital of the Company and one common share purchase warrant (each, a “Warrant”). Each Warrant will entitle the holder thereof to purchase one additional common share of the Company at an exercise price of $0.05 per common share on a pre-consolidation basis, for a period of 36 months from the date of closing of the Offering. Finders’ fees of 7% in cash and 7% in finder warrants will be paid to eligible parties.
The proceeds from the issuance of the Units will be used by the Company to provide working capital for exploration programs in Portugal, Kosovo, potential new acquisitions, and for general corporate purposes.
Closing of the Offering is subject to all applicable regulatory approvals, including the approval of the Exchange. All securities are subject to a hold period of four months and one day in accordance with applicable securities laws.
The Company intends to consolidate its outstanding common shares on the basis of one (1) post-consolidation common share for every four (4) pre-consolidation common shares (the “Consolidation”). The Company will hold its next annual general and special meeting of shareholders on December 14, 2020 and will seek shareholder approval for the Consolidation at that meeting as required by the Company’s articles.
As of the date hereof, the Company has 114,073,797 common shares outstanding. Assuming the private placement is fully subscribed, the Company will have 130,740,463 pre-consolidation common shares issued and outstanding and, upon completion of the Consolidation, the Company will have 32,685,116 post-consolidation common shares issued and outstanding.
The board of directors believes it is in the best interest of the Company to approve the Consolidation. The Consolidation will increase the Company’s flexibility and competitiveness in the market place and make the Company’s securities more attractive to a wider audience of potential investors, thereby resulting in a more efficient market for its common shares.
The Consolidation will affect all shareholders of the Company uniformly and affect all of the Company’s stock options and warrants issued and outstanding at the effective date. At the time of the Consolidation, the number, exchange basis or exercise price of all stock options and warrants issued and outstanding will be adjusted to reflect the Consolidation.
The Consolidation is subject to shareholder and regulatory approval, including the approval of the Exchange.
Avrupa Minerals Ltd. is a growth-oriented junior exploration and development company directed to discovery of mineral deposits, using a hybrid prospect generator business model. The Company holds one 100%-owned license in Portugal, the Alvalade VMS Project, now optioned to MATSA in an earn-in joint venture agreement. Avrupa focuses its project generation work in politically stable and prospective regions of Europe, presently including Portugal and Kosovo. The Company continues to seek and develop other opportunities around Europe.
For additional information, contact Avrupa Minerals Ltd. at 1-604-687-3520 or visit our website at www.avrupaminerals.com.
On behalf of the Board,
“Paul W. Kuhn”
Paul W. Kuhn, President & Director
This news release was prepared by Company management, who take full responsibility for its content. Paul W. Kuhn, President and CEO of Avrupa Minerals, a Licensed Professional Geologist and a Registered Member of the Society of Mining Engineers, is a Qualified Person as defined by National Instrument 43-101 of the Canadian Securities Administrators. He has reviewed the technical disclosure in this release. Mr. Kuhn, the QP, has not only reviewed, but prepared and supervised the preparation or approval of the scientific and technical content in the news release.
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.