OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia, August 30, 2017. Candente Copper Corp. (TSX:DNT, BVL:DNT) ("Candente Copper" and/or the "Company" ) is pleased to announce that the non-brokered private placement launched on August 24, 2017 (news Release No. 094) (the "Private Placement"), is currently over-subscribed. As a result, the size of the offering has been increased from Cdn$500,000 to approximately Cdn$750,000. The gross proceeds will be used for working capital and general corporate purposes including ongoing community initiatives in Peru. Qualified investors are welcome to participate in the Private Placement until 2pm PDT on Friday, September 1, 2017.
The overall size of the Private Placement will be increased to approximately 8.3M units ("Units"). Terms of the financing have not changed: the Units remain priced at Cdn$0.09 per Unit, with each Unit consisting of one common share and one half share purchase warrant. Each full warrant (a "Warrant") entitles the holder to purchase one additional share of the Company's common stock (a "Warrant Share") for two years at a conversion price of Cdn$0.15, subject to an acceleration provision. If at any time after January 30th, 2018, the Company's common shares have a closing price on the TSX Exchange at or above a price of Cdn$0.30 per share for a period of 10 consecutive trading days, the Company may give notice by News Release that expiration of the Warrants will be accelerated to 40 days from the date of providing such notice. Both Unit and Warrant Shares will be subject to a mandatory 4 month hold period commencing the day of closing of the Private Placement.
If aggregate subscriptions for Units under Private Placement exceed the maximum number of Units to be sold, Candente Copper may further increase the size of the Private Placement (subject to compliance with the TSX's pricing rules) or subscriptions will otherwise be accepted on a "first-come, first-served" basis. The Company may pay finder's fees in connection with a portion of the Private Placement.
Joanne Freeze, CEO and a director of the Company, and other directors of the Company are to subscribe for a portion of the Private Placement, which in total will be for less than 25% of Candente Copper's market capitalization. The Company is therefore intending to rely upon exemptions from the valuation and minority shareholder approval requirements contained in sections 5.5(a) and 5.7(1)(a) of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.
The Private Placement is being offered to both accredited investors and existing shareholders of Candente Copper who, as of the close of business on August 22, 2017, held common shares of the Company (and who continue to hold common shares of the Company at the time of closing) pursuant to the prospectus exemption set out in British Columbia Instrument 45-534 and in similar instruments in other provinces of Canada.
Unless the Candente Copper shareholder is a person that has obtained advice regarding the suitability of the investment and, if such shareholder is resident in a jurisdiction of Canada, that advice has been obtained from a person that is registered as an investment dealer in such jurisdiction, the aggregate subscription cost to such shareholder for the Units subscribed under the Private Placement cannot exceed Cdn$15,000 (166,666 Units).
On behalf of the Board of Candente Copper Corp.
"Joanne C. Freeze" P.Geo.
For further information please contact:
Manager, Investor Relations
mobile: +1 (604) 306-8477
local: + 1 (604) 689-1957 ext 3
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 any state in which such offer, solicitation or sale would be unlawful. The securities have not been registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.