TORONTO, ONTARIO--(Marketwired - Jan. 20, 2017) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Augyva Mining Resources Inc. (TSX VENTURE:AUV) (Augyva or the Company) announces a change to the maximum gross proceeds of the previously announced brokered private placement (the Brokered Private Placement) in connection with the proposed change of business (the Proposed COB) and other transactions (the Other Transactions) which contemplates Augyva changing its business from mining and mineral exploration to that of an investment issuer (the Resulting Issuer) focused on the auto retail sector. The Resulting Issuer, to be named Automotive Finance Co., will be engaged in providing debt financing and making other investments, which are expected to include, in some instances, royalty like features, in connection with the financing of automotive dealerships, automotive dealer groups and/or other related businesses and assets on a global basis, with an initial focus in Canada.
On January 9, 2017, Augyva announced the Brokered Private Placement for subscription receipts in Augyva at a price per subscription receipt of $0.16, resulting in gross proceeds of a minimum of $12,000,000 and a maximum of $15,000,000, and, as a result of the Agent (as defined below) exercising its option to increase the size of the Brokered Private Placement by 15%, the maximum has now been increased to $17,250,000.
Subscription receipts shall be automatically exercisable, without any further action by the holder of such subscription receipt, and without any additional consideration, into Resulting Issuer common shares, upon the satisfaction of certain escrow release conditions.
The closing of the Brokered Private Placement is expected to occur on or about January 31, 2017. The proceeds from the Brokered Private Placement will be held in escrow and will be released to the Resulting Issuer subject to and conditional upon (i) the satisfaction of all conditions precedent to the Proposed COB and Other Transactions, and (ii) the receipt of all required approvals necessary to complete the Proposed COB and Other Transactions (including, without limitation, the conditional approval of the TSXV).
Canaccord Genuity Corp. (the Agent) will continue to act as the Company's sole agent and financial advisor for the Brokered Private Placement.
Completion of the transactions noted above are subject to number of conditions, including but not limited to, TSXV acceptance and, if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transactions will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Circular to be prepared in connection with the above-noted transactions, any information released or received with respect to the transactions may not be accurate or complete and should not be relied upon. Trading in securities of Augyva should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transactions and has neither approved nor disapproved the contents of this news release.
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.
This news release contains forward-looking information and forward-looking statements within the meaning of applicable securities laws, including statements regarding the future strategy of the Company and the possible approvals of matters to be put forth for approval at the Meeting. All statements, other than statements of historical fact, constitute forward-looking statements or forward-looking information. Such forward-looking information and statements are frequently identified by words such as "may", "will", "should", "anticipate", "plan", "expect", "believe", "estimate", "intend" and similar terminology, and reflect assumptions, estimates, opinions and analysis made by management in light of its experience, current conditions, expectations of future developments and other factors which it believes to be reasonable and relevant. In particular and without limitation, this news release contains forward-looking statements pertaining to the following: completion of the Proposed COB and Other Transactions; details concerning the Resulting Issuer that assume completion of the Proposed COB and Other Transactions; statements of intention with respect to the business and operations of the Resulting Issuer; and the amount and use of the net proceeds of the Brokered Private Placement.
Information contained in this news release may be considered to be a financial outlook for the purposes of applicable Canadian securities laws. Financial outlook contained in this news release is based on assumptions about future events, including economic conditions and proposed courses of action, based on management's assessment of the relevant information currently available, and to become available in the future. Prospective financial information contains forward-looking statements and is based on a number of material assumptions and factors set out above. Actual results may differ significantly from the information presented herein. Readers are cautioned that any such financial outlook contained herein should not be used for purposes other than those for which it is disclosed herein. The Company and its management believe that the prospective financial information has been prepared on a reasonable basis, reflecting management's best estimates and judgments, and represent, to the best of management's knowledge and opinion, the Company's expected course of action. However, because this information is highly subjective, it should not be relied on as necessarily indicative of future results.
Forward-looking information and statements involve known and unknown risks and uncertainties that may cause actual results, performance and achievements to differ materially from those expressed or implied by the forward-looking information and statements and, accordingly, undue reliance should not be placed thereon. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause these differences include but are not limited to: the Company's failure to obtain requisite regulatory and shareholder approvals in connection with the Proposed COB and Other Transactions; anticipated and unanticipated costs; the Company's ability to obtain necessary capital, including the completion of the Brokered Private Placement; and changes to general market and economic conditions. In addition, other risks and uncertainties that may cause actual results to differ materially from forward-looking information can be found in Augyva's disclosure documents on the SEDAR website at www.sedar.com. Augyva does not undertake to update any forward looking information except in accordance with applicable securities laws.