Vancouver, British Columbia--(Newsfile Corp. - June 18, 2018) - Vatic Ventures Corp. (TSXV: VCV) (OTCBB: VTTCD) (FSE: V8V3) (the "Company" or "Vatic") is pleased to announce that it will be conducting an offering of rights (each, a "Right") for gross proceeds of up to $2,347,703 (the "Rights Offering") to holders of its common shares (each, a "Common Share") resident in Canada at the close of business on June 27, 2018 (the "Record Date"), on the basis of one Right for each Common Share held. Every 1.8 Rights will entitle the holder to subscribe for one unit of the Company (each, a "Unit") at a subscription price of $0.18 per Unit. Each Unit will consist of one Common Share and one Common Share purchase warrant (a "Warrant"), with each Warrant entitling the holder to purchase an additional Common Share until the date that is two years from the closing of the Rights Offering (the "Closing Date"), at an exercise price of $0.25 per Common Share.
The Rights will be listed for trading on the TSX Venture Exchange (the "Exchange") under the symbol "VCV.RT" commencing on June 26, 2018, and will be de-listed from the Exchange at 9:00 a.m. (Vancouver time) on July 25, 2018 (the "Expiry Date"), after which time unexercised Rights will be void and of no value. The Rights Offering includes an additional subscription privilege under which eligible holders of Rights, who fully exercise their Rights, will be entitled to subscribe, on a pro rata basis with other shareholders who participate in the oversubscription, for Units that have not been purchased under the Rights Offering. The Warrants will be listed for trading on the Exchange under the trading symbol "VCV.WT," subject to fulfillment of minimum listing conditions. Vatic intends to use the net proceeds of the Rights Offering for further exploration and development of its Saksrithai potash project in Thailand and for working capital.
The Rights issued under the Rights Offering will be evidenced by transferable Rights certificates (each, a "Rights Certificate") which will be mailed, together with a rights offering notice, to all registered holders of Common Shares in a province or territory of Canada as of the close of business on the Record Date. Eligible registered shareholders who wish to exercise their Rights must forward a completed Rights Certificate, together with the applicable funds, to Computershare Investor Services Inc., the Rights agent of the Company, on or before the Expiry Date. Shareholders who own their Common Shares through an intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary.
Soliciting Dealer and Standby Commitment
In connection with the Rights Offering, VCV has entered into an engagement letter and will enter into a soliciting dealer agreement with stand-by guarantee (the "Soliciting Dealer Agreement") with Mackie Research Capital Corporation ("MRCC"). Under the Soliciting Dealer Agreement, MRCC will use commercially reasonable efforts to assist VCV in soliciting the exercise of Rights. MRCC has also agreed to a stand-by guarantee whereby it will purchase up to but not exceeding $500,000 worth of Units (the "Stand-by Guarantee"), provided that at least $550,000 is raised under the Rights Offering, in order to raise gross proceeds of at least $1,050,000. MRCC will also have the right, but not the obligation, to purchase (the "Top-up Right") such number of Units that is equal to the number of Units for which VCV has not received subscriptions by the close of business on the Expiry Date, subject to the limitation that MRCC may not exercise that portion of the Top-up Right or exercise any MRCC Options or MRCC Stand-by Options (as such terms are defined below) that would result in MRCC holding greater than 19.9% of the issued and outstanding Common Shares at that time.
In consideration for providing the Stand-by Guarantee, VCV will grant MRCC options ("MRCC Stand-by Options") entitling MRCC to acquire 694,444 Common Shares (being that number of Common Shares equal to 25% of the number of Units guaranteed under the Stand-by Guarantee) exercisable at $0.18 per Common Share for a period of two years from the Closing Date. In consideration for providing soliciting dealer services, VCV will pay MRCC a fee of $40,000 plus disbursements and applicable taxes, and a cash commission of 10% of the gross proceeds raised under the Rights Offering, other than pursuant to the exercise of Rights by directors and officers of VCV or by MRCC pursuant to the Stand-by Guarantee or the Top-up Right. VCV will also grant MRCC options ("MRCC Options") entitling MRCC to acquire that number of Units equal to 10% of the number of Units distributed pursuant to the Rights Offering (excluding Units issued to directors and officers of VCV or to MRCC pursuant to the Stand-by Guarantee or the Top-up Right), with each MRCC Option exercisable at $0.18 into one Common Share and one non-transferable Warrant for a period of two years from the Closing Date.
Further details of the Rights Offering will be set out in VCV's rights offering circular and rights offering notice, which will be filed under the Company's profile at www.sedar.com.
ON BEHALF OF THE BOARD OF DIRECTORS
Nasim Tyab, Director
ABOUT VATIC VENTURES CORP.
Vatic Ventures Corp. (www.vaticventures.com) is a junior exploration company and continues to assess new opportunities and prospects.
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 news release includes certain statements that may be deemed "forward-looking statements" within the meaning of applicable securities legislation. All statements, other than statements of historical facts, that address such matters, including the future trading of the Rights and Warrants, the rights offering notice and the rights offering circular and delivery of such documents by intermediaries, attempts by intermediaries to sell Rights, the solicitation of exercise of the Rights by MCRR and anticipated use of the Company of funds raised pursuant to the Rights Offering are forward-looking statements and, as such, are subject to risks, uncertainties and other factors which are beyond the reasonable control of the Company. Such statements are not guarantees of future performance and actual results or developments may differ materially from those expressed in, or implied by, this forward-looking information. Factors that could cause actual results to differ materially from those in forward-looking statements include such matters as the availability and cost of funds, the closing of the Rights Offering, uncertainty associated with estimating costs to complete the Rights Offering and other risks related to the business of the Company, Rights Offering and the Stand-by Guarantee. Any forward-looking statements are expressly qualified in their entirety by this cautionary statement. The information contained herein is stated as of the current date and subject to change after that date and the Company does not undertake any obligation to update publicly or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the United States. The securities offered hereby have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States. Neither the Rights nor the Units may be offered or sold in or into the United States or to U.S. persons. The Rights may not be exercised in the United States or by, or on behalf of, any U.S. Person or person in the United States unless pursuant to an exemption from such registration requirements and the holder of such Right has provided VCV an opinion letter of U.S. counsel of recognized standing. "United States" and "U.S. persons" are as defined in Regulation S under the U.S. Securities Act.
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