Vortex Metals Inc. (TSXV: VMS) (FSE: DM8) (OTCQB: VMSSF) ("Vortex" or the" Company ") is pleased to announce that it has closed the first tranche of its previously announced non-brokered private placement (the "First Tranche"), whereby the Company has completed the issuance of 5,036,700 units (each, a "Unit") at a price of $0.08 per Unit for gross proceeds of $402,935.96.
Each Unit consists of one common share in the capital of the Company (a "Common Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant is exercisable into one Common Share at a price of $0.12 per Warrant for a period of two years from the date of issuance.
The Company intends to use the proceeds of the First Tranche for exploration activities at the Company's Illapel Copper Project in Chile and for general working capital purposes.
In connection with the First Tranche, the Company issued 15,000 finder's warrants (the "Finder's Warrants") and paid commissions of $1,200 to certain finders. Each Finder's Warrant entitles the holder to purchase an additional Common Share at a price of $0.12 for a period of 24 months from the date of issuance.
All securities issued with respect to the First Tranche, including the Finder's Warrants, will be subject to a hold period expiring on May 14, 2025 in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada. The Company anticipates closing a second tranche of the private placement, subject to customary closing conditions, including approval of the TSX Venture Exchange.
In connection with the closing, insiders of the Company subscribed for a total of 575,000 Units, for a subscription price of $46,000, under the Private Placement (the "Insider Subscription"). The Insider Subscription constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The Company has relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(a) and 5.7(1)(a), respectively, in respect of the Insider Subscription as the fair market value of the Units issued to insiders in connection with the Private Placement does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61- 101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Private Placement, which the Company deems reasonable in the circumstances in order to complete the Private Placement in an expeditious manner.
None of the securities sold in connection with the First Tranche have been and will not be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful.