Vancouver, British Columbia – June 30, 2021 – Optimum Ventures Ltd. (“Optimum Ventures” or the “Company”) (TSXV:OPV), is pleased to announce that it has closed its previously announced nonbrokered private placement of units of the Company (the “Units”) pursuant to which the Company issued 11,538,191 Units at a price of $0.26 per Unit (the “Offering Price”) for aggregate gross proceeds of $2,999,930 (the “Offering”). Each Unit is comprised of one common share of the Company (a “Common Share”) and one-half of a common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant is exercisable to acquire one Common Share (a “Warrant Share”) at a price of $0.35 per Warrant Share for a period of 24 months from the closing of the Offering. The securities issued pursuant to the Offering will be subject to a four-month and one day hold period under applicable securities laws in Canada. The net proceeds from the Offering are intended to be used for the exploration of the Company’s Premier South project area property near Hyder, Alaska, and general working capital expenses.
The Offering constitutes a “related party transaction” for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) as Andrew Bowering, Jeremy Ross and Ed Kruchkowski, directors of the Company, participated in the Offering by subscribing for an aggregate of 1,600,000 Units pursuant to the Offering. Such participation is exempt from the valuation and minority approval requirements of MI 61-101 by virtue of the fact that the Company is not listed on a specified market set out in section 5.5(b) of MI 61-101 and the value of Units subscribed for by the insiders is less than $2,500,000 in accordance with the requirements of section 5.7(b) of 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 Unit Offering, which the Company deems reasonable in the circumstances in order to complete the Unit Offering in an expeditious manner.
The Company is also pleased to announce the appointment of Tyler Ross as Chief Executive Officer and a director of the Company. Mr. Ross has 20 years of capital market experience in every stage of business development from inception through to sale. He has worked with many successful public companies, most recently Prime Mining Corp. and American Lithium Corp., primarily in financing, marketing and investor relations fields. Prior to his efforts at Prime Mining Corp. and American Lithium Corp., Tyler worked for Fission Energy Corp. (sold to Denison Mines Corp. for $ 80 million), Fission Uranium Corp. and Fronteer Gold Inc., which went on to sell its asset to Newmont Mining Corp. for $2.5 billion.
In connection with the appointment of Tyler Ross as CEO, Andrew Bowering has resigned as CEO of the Company and will continue to serve as a member of the board of directors. Tyler Ross will also fill the vacancy of departing director Jeremy Ross who has resigned as a director of the Company to pursue other business opportunities. Jeremy Ross has played an important role in the development of the Company and the Company wishes to thank him for all his efforts and contributions to date. The board of directors will now consist of Andrew Bowering, Randolph Kasum, Edward Kruchkowski, and Tyler Ross.
FOR FURTHER INFORMATION PLEASE CONTACT:
Optimum Ventures Ltd.
Tel: (604) 428-6128
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. This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”.
This information and these statements, referred to herein as “forward‐looking statements”, are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management’s expectations and intentions with respect to, among other things, the use of the proceeds raised under the Private Placement.
These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things, market uncertainty. In making the forward-looking statements in this news release, the Company has applied several material
assumptions, including without limitation, that the Company will use the proceeds of the Private Placement as currently anticipated.
Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, 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 and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws.