Mr. Lewis Lawrick reports
MAGNA TERRA ANNOUNCES $2,000,000 PRIVATE PLACEMENT
Magna Terra Minerals Inc. intends to complete a non-brokered private placement of gross proceeds totalling $2-million.
The offering will consist of an issuance of 6,315,789 premium flow-through common shares of the company at a price of 23.75 cents per premium flow-through common share and 2,857,143 common shares of the company at a price of 17.5 cents per common share. Of note, the company is pleased that Michael Gentile, its largest shareholder (17 per cent), will participate in the offering.
The gross proceeds from the issuance of the premium flow-through common shares will be used to incur Canadian exploration expenses that qualify as "flow-through mining expenditures" (as such terms are defined in the Income Tax Act (Canada)) related to the company's mineral exploration projects, primarily for exploration programs at the company's Humber and Shellbird projects in western Newfoundland, and the Prospect Or's Dream, Rocky Brook and Cape Spencer projects in New Brunswick. The gross proceeds from the issuance of the common shares will be used for general working capital purposes.
The company expects that insider(s) of the company will be participating in the offering. Insider subscriptions are considered to be a "related party transaction" for purposes of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101 as (i) the company's securities are not listed on any stock exchange identified in Section 5.7(b) of MI 61-101; and (ii) neither the fair market value of the common shares to be distributed in the offering nor the consideration to be received by the company for the common shares, insofar as insider participation is concerned, exceeds $2.5-million.
In connection with the offering, the company may pay finders' fees in cash or securities or a combination of both, as permitted by the policies of the TSX Venture Exchange. All securities issued pursuant to the offering will be subject to a regulatory four-month-and-one-day hold period. The offering is subject to approval by the TSX Venture Exchange.
About Magna Terra Inc.
Magna Terra is a precious and critical metals focused exploration company, headquartered in Toronto, Canada. Magna Terra is focused on acquiring and advancing its high-potential mineral projects in Atlantic Canada and Argentina, while generating value for shareholders and minimizing shareholder dilution through option and joint venture partnerships where appropriate, leveraging its ability to explore, grow and transact projects.
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