|November 09, 2016|
Napier Ventures Makes $1.5M Financing Available to Existing Shareholders
|VANCOUVER, BRITISH COLUMBIA (November 9, 2016) -- Napier Ventures Inc. (TSX.V: NAP) ("Napier" or the "Company") today announces that it is making its previously announced non-brokered private placement financing available to existing shareholders of the Company. The Company is raising up to 6,000,000 common shares ("Shares") at a price of $0.25 per Share for aggregate gross proceeds of up to $1,500,000 (the "Private Placement"). There is no minimum amount to be raised pursuant to the Private Placement. The maximum|
number of Shares issuable under the Private Placement is 6,000,000 Shares for proceeds of $1,500,000. The maximum gross proceeds of the Private Placement will be used to fund the Company's exploration activities upon completion of its previously announced acquisition of the Emerald Isle Property in Mohave County, Arizona (the "Emerald Isle Transaction") (up to $500,000 in phases), to pay outstanding liabilities ($450,000), to fund certain expenses incurred in connection with Emerald Isle Transaction ($250,000) and for working capital purposes ($300,000). Although the Company intends to use the proceeds of the Private Placement as described above, the actual allocation of net proceeds may vary from the uses set forth above, depending on future operations, unforeseen events or opportunities. If the Private Placement is not fully subscribed, the Company will apply the proceeds to the above uses in priority and in such proportions as the Board of Directors and management of the Company determine is in the best interest of the Company. Completion of the Private Placement is subject to approval of the TSX Venture Exchange (,b>"TSXV").
The sale of the Shares under the Private Placement will be conducted in reliance upon certain prospectus exemptions, including the exemption allowing issuers to raise capital by distributing securities to existing shareholders (the "Existing Shareholder Exemption") contained in BC Instrument 45-534 and the various corresponding blanket orders and rules of participating jurisdictions (with the exception of Newfoundland and Labrador) as well as other available prospectus exemptions, including sales to accredited investors and close personal friends and business associates of directors and officers of the Company.
The Company has set November 8, 2016 as the record date for the purpose of determining existing shareholders entitled to purchase Shares pursuant to the Existing Shareholder Exemption. Subscribers purchasing Shares under the Existing Shareholder Exemption will need to represent in writing that they meet certain requirements of the Existing Shareholder Exemption, including that they were, as of the record date and continue to be as of the date of closing for their subscription, a shareholder of the Company. The aggregate acquisition cost to a subscriber under the Existing Shareholder Exemption cannot exceed $15,000 unless that subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment. There is no minimum subscription.
Existing shareholders of the Company are directed to contact the Company for further information concerning subscription for Shares under the Private Placement in reliance on the Existing Shareholder Exemption as follows:
If the aggregate subscription for Shares under the Private Placement exceeds the maximum number of Shares proposed to be distributed, subscriptions will be accepted in whole or in part at the discretion of the Company,however in the event the sale of Shares under the Private Placement is over-subscribed, subscriptions for Shares will be processed by the Company on a first come, first served basis. The Company confirms that there is no material fact or material change relating to the Company or its business that has not been generally disclosed.
About Napier Ventures
Listed on the TSX Venture Exchange (TSX.V: NAP), Napier Ventures Inc. is a Vancouver based, junior mineral exploration Company managed by a team of professionals with extensive experience in mining exploration, finance and law. Management is dedicated to advancing the Company and increasing shareholder value by engaging in the search for value-adding mineral deposits through exploration and/or acquisition, as well as other resource opportunities as they may arise.
On behalf of the board of
NAPIER VENTURES INC.
Per: "Michael Raftery"
Chief Financial Officer and Director
Safe Harbour for Forward-Looking Information: This press release may contain forward-looking information based on management's expectations, estimates and projections. All statements that address expectations or projections about the future, including statements about the completion of the Private Placement, the use of proceeds of the Private Placement and contemplated approvals of the TSXV. These statements are not a guarantee of future performance and involve a number of risks, uncertainties and assumptions. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company assumes no obligation to update forward-looking information except as required by law.
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.
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