Columbus Exploration Corporation

Columbus Exploration Corporation

May 19, 2015 09:00 ET

Columbus Exploration Confirms Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 19, 2015) -


Columbus Exploration Corporation (TSX VENTURE:CLX) is pleased to confirm that pursuant to the terms of the proposed reverse take-over transaction (the "RTO") with Agricola Nuova Terra Guatemala S.A. (as announced in Columbus Exploration's news release of April 29, 2015) it will undertake a non-brokered private placement of a minimum of 6,500,000 common shares at a price of $0.20 per share, for total gross proceeds of a minimum of CDN$1,300,000. There will be no warrants attached to the private placement.

Partial proceeds of the private placement will be used to advance a bridge loan of up to US$300,000 to Agricola and, upon the successful closing of the RTO, to increase the production of organic fruits and vegetables and for the build-out of greenhouses in Guatemala.

Finders' fees of 6% in cash or common shares will be paid in connection with the private placement; there are no warrants being issued pursuant to the finder's fee. The private placement is subject to approval by the TSX Venture Exchange (the "TSXV").


Peter L Gianulis, President & CEO

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. For more information contact:

This release contains forward-looking information and statements, as defined by law including without limitation Canadian securities laws and the "safe harbor" provisions of the US Private Securities Litigation Reform Act of 1995 ("forward-looking statements"). In particular, and without limitation this news release contains forward-looking statements pertaining to the private placement, use of proceeds thereof, non-existence of warrants, and payment of finders' fee and the closing of the RTO. Forward-looking statements involve risks, uncertainties and other factors that may cause actual results to be materially different from those expressed or implied by the forward-looking statements, including without limitation: whether Columbus Exploration is able to complete the private placement on the terms set out herein or at all; Columbus Exploration's ability to obtain applicable regulatory approvals for the private placement; Columbus Exploration's ability to locate suitable investors; Columbus Exploration's ability to rely on exemptions from prospectus and registration requirements in applicable law, both in Canada and in other applicable jurisdictions; if required, the ability of Columbus Exploration to locate finders; whether the TSXV will approve the private placement on the terms contained herein or at all; the ability to acquire necessary authorization for the RTO; the entering into a definitive agreement; obtaining approval of the TSXV for the RTO; obtaining approval of shareholders; obtaining court approval; obtaining applicable US approvals; projected sale figures of Agricola; cost increases; possibility of a competing offer arising; unforeseen circumstance cost increases; unforeseen circumstances; risks associated with the exploration projects or title thereto held by Columbus Exploration; mineral reserve and resource estimates (including the risk of assumption and methodology errors); dependence on third parties for services; non-performance by contractual counterparties; title risks; and general business and economic conditions.
Forward-looking statements are based on a number of assumptions that may prove to be incorrect, including without limitation assumptions about: that the private placement will be completed on the terms set out herein in a timely fashion; that Columbus Exploration will be able to locate suitable investors and to rely on applicable prospectus and registration exemptions in connection therewith; that Columbus Exploration will require the use of finders to locate suitable investors; that the TSXV will approve the private placement on the terms set out herein; general business and economic conditions; that shareholders will vote in favor of the RTO; that current projections of Agricola 2015 are reasonable and accurate; and ongoing relations with employees, partners and joint venturers. Although the foregoing forward-looking statements are considered reasonable at the time of preparation, the aforementioned assumptions and factors may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The aforementioned factors and assumptions are not exhaustive. Columbus Exploration's actual results, performance, or achievement could differ materially from those expressed in, or implied by, these forward-looking statements. We can give no assurance that any of the events anticipated will transpire or occur, or if any of them do, what benefits we will derive from them. The forward-looking information contained in this document is expressly qualified by this cautionary statement. The foregoing list is not exhaustive and Columbus Exploration undertakes no obligation to update any of the foregoing except as required by law.

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