TORONTO, ONTARIO -- (Marketwire) -- 02/27/13 -- Further to its press releases dated February 4, 2013 and February 19, 2013, Solvista Gold Corporation ("Solvista" or the "Company") (TSX VENTURE: SVV)(OTCQX: SVVZF) is pleased to announce the completion and over-subscription of its non-brokered private placement financing on February 26, 2013, raising gross proceeds of $5,593,170 through the sale of 12,429,266 units (the "Units") at an amended price of $0.45 per Unit (the "Offering").
Gerry McCarvill, Chairman of Solvista and natural resource merchant bank Norvista Resources Corporation said, "We are very pleased with completing an oversubscribed financing in the context of the market. We believe the Company's projects to be robust and we will continue to use the proceeds of this financing to further the Caramanta and Guadalupe projects."
Each Unit consists of one common share ("Common Share") and one Common Share purchase warrant ("Warrant") of Solvista. Each Warrant entitles the holder to acquire one Common Share at an amended exercise price of $0.60 until February 26, 2015.
In connection with the Offering, an aggregate of $137,300 in cash was paid and an aggregate of 355,555 Units were issued, as finder's fees to certain eligible finders.
The proceeds of the Offering will be used for exploration and general working capital purposes. The securities issued pursuant to the Offering will be subject to a statutory four month and one day hold period. The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.
Participation in the Offering by certain "related parties" of the Company constitutes a "related party transaction" as such terms are defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), requiring the Company, in the absence of exemptions, to obtain a formal valuation for, and minority shareholder approval of, the "related party transaction". The Company is relying on the exemptions from the formal valuation and minority approval requirements of MI 61-101 pursuant to which a formal valuation and minority approval are not required in the event that at the time the transaction is agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, exceeds 25 per cent of the Company's market capitalization. Persons who are insiders of the Company and are therefore related parties of the Company subscribed for an aggregate of 2,922,220 Units of the Offering for gross proceeds of $1,315,000. The participation by each of the related parties in the Offering was approved by directors of the Company who are independent of such related parties.
Pursuant to the Offering, Concept Capital Management (of Ajeltake Road, Ajeltake Islands, MH 96960 Majuro, Marshall Islands) acquired registered ownership of 4,444,444 Units for proceeds of $2,000,000, and accordingly now has registered ownership of securities representing 8,888,888 Common Shares of Solvista (representing approximately 12.31% of Solvista's outstanding Common Shares on a partially diluted basis after completion of the Offering). Concept Capital Management did not hold any securities of Solvista prior to the Offering. For the purposes of National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues early warning reporting, Concept Capital Management acquired the Units by way of a private placement for investment purposes and may, from time to time, acquire additional securities of Solvista or dispose of such securities as it may deem appropriate.
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