EMERITA ANNOUNCES PRIVATE PLACEMENT AMENDMENT
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISEMINATION IN THE UNITED STATES
Toronto, Ontario, December 8, 2015 – Emerita Resources Corp. (TSX-V: EMO) (the “Company” or “Emerita”) announces that it is amending the terms of the private placement previously announced on November 2, 2015. The financing will now consist of the sale of up to 10,000,000 units of Emerita (“the Units”) at a price of $0.05 per Unit for gross proceeds of up to $500,000 (the “Amended Offering”). Each Unit shall be comprised of one common share of Emerita (each a “Common Share”) and one common share purchase warrant (each a “Warrant”), each Warrant entitling the holder to acquire a Common Share at $0.10 for a period of 24 months from issuance.
The closing date of the Amended Offering is expected to occur on or about December 17, 2015. All securities issued by Emerita will be subject to a hold period of four months and one day. Completion of the Amended Offering is subject to a number of conditions, including TSX Venture Exchange approval.
The proceeds of the Amended Offering will be used to continue project development work in Spain and for general corporate purposes.
In connection with the Amended Offering, Emerita may pay finder’s fees in cash of up to 6% of gross proceeds of the Amended Offering and finder’s warrants (“Finder Warrants”) in an amount of up to 6% of the Units sold pursuant to the Amended Offering to eligible finders in accordance with the policies of the TSX Venture Exchange. Each Finder Warrant will entitle the holder thereof to purchase one Common Share at a price of %0.10 for a period of 24 months following the closing date of the Amended Offering.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws and may not be offered or sold within the United States or to, or for the account of benefit of U.S. persons (as defined in Regulation S under the 1933 Act) absent such registration or an applicable exemption from such registration requirements.
About Emerita Resources Corp.
Emerita is a natural resource company engaged in the acquisition, exploration and development of mineral properties in Europe, with a primary focus on exploring in Spain. The Company’s corporate office and technical team are based in Sevilla, Spain with an administrative office in Toronto, Canada.
For further information, contact:
+1 416 309 4293 (Toronto)
+34 (628) 1454 66 (Spain)
Cautionary Note Regarding Forward-looking Information
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, without limitation, statements regarding further developments or results of any recourse initiated by the Company with respect to the tender process, the timing with respect to the resolution of the tender review process, the ability of the Company to be awarded the project pursuant to the current tender process, and the Company’s future plans. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward- looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Emerita, as the case may be, to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, geopolitical and social uncertainties; the actual results of current exploration activities; risks associated with operation in foreign jurisdictions; ability to successfully integrate the purchased properties; foreign operations risks; and other risks inherent in the mining industry. Although Emerita has attempted to identify important factors that could cause actual results to differ materially from those contained in 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 information 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 information. Emerita does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
NEITHER 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.