Discovery Ventures Inc.

TSX VENTURE : DVN


Discovery Ventures Inc.
Roca Mines Inc.



Roca Mines Inc.

April 02, 2014 05:30 ET

Discovery Ventures and Roca Mines Announces Closing of Private Placement for Discovery Ventures and Exercise of Second Stage of Option

VANCOUVER, BRITISH COLUMBIA--(Marketwired - April 2, 2014) -

NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN OR INTO THE UNITED STATES

Discovery Ventures Inc. ("Discovery") (TSX VENTURE:DVN) and Roca Mines Inc. ("Roca") are pleased to announce that Discovery has completed a private placement (the "Financing") of 6,024,250 units (each, a "Unit") at a price of $0.15 per Unit for gross proceeds of $903,637.50. Each Unit consists of one share of common stock of Discovery (each a "Share") and one-half of one non-transferrable warrant (each whole warrant, a "Warrant"), with each Warrant entitling the holder to purchase one additional Share at a price of $0.30 for a period of three years. The Financing is part of the equity raise announced on March 3, 2014 and Discovery is seeking to raise up to an additional $2.1 million on the same terms as the Financing. Discovery paid a finder's fee of $54,218.25 and issued warrants to purchase up to 361,455 Shares on the same terms as the Warrants to two finders in connection with the Financing.

Discovery used a portion of the proceeds from the Financing to complete the exercise of the second stage of the option and acquired additional share capital of FortyTwo Metals Inc., a partially-owned subsidiary of Roca ("FortyTwo") as further described in the news release dated March 7, 2014. Following exercise of the second stage, Discovery now holds 35% of the share capital of FortyTwo. FortyTwo is the owner of the MAX Mine and mill facility located 135km from the Willa Project, and holds all of the facilities, resources, permits, bonds and tax losses associated with the MAX mine site.

Further to its news release dated February 24, 2014, Discovery continues to work with a third party lender towards the closing of the proposed senior secured term debt facility of $12 million (the "Facility") in addition to the remaining $2.1 million of the Financing. The Lender is conducting further due diligence on Discovery's property interests, including a site visit to the MAX Mine and mill facility, and Discovery anticipates that the Facility and the remaining amount of the Financing will close within the next few weeks. Proceeds from the Facility and remaining amount of the Financing are anticipated to be used to acquire the remaining portion of FortyTwo it does not already own and to advance production permitting and other related work for the WillaMAX project.

All securities issued in connection with the Financing are subject to a statutory four month hold period. None of the securities issued have been registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.

Discovery is also pleased to announce that it will be holding its annual and special meeting of its shareholders on April 30, 2014 (the "Meeting"). At the Meeting, among other things, the shareholders of Discovery will be asked to approve an increase of the authorized share capital of Discovery from 100,000,000 Shares to an unlimited number of Shares and an amendment to the articles of Discovery to give authority to the board of directors of Discovery to change the corporate name of Discovery, subject to the approval of the TSX Venture Exchange.

If you would like to be added to Discovery's news distribution list, please send your email address to info@discoveryventresinc.com or visit our website located at www.discoveryventuresinc.com.

Akash Patel, President and Director

Discovery Ventures Inc.

This press release contains forward-looking information that involve various risks and uncertainties regarding future events. Such forward-looking information can include without limitation statements based on current expectations involving a number of risks and uncertainties and are not guarantees of future performance of Discovery, such as statements that: (i) Discovery is seeking up to an additional $2.1 million; (ii) the use of proceeds from the Financing and the Facility; and (iii) the anticipated closing of the Facility, including the anticipated closing date thereof. There are numerous risks and uncertainties that could cause actual results and Discovery's plans and objectives to differ materially from those expressed in the forward-looking information, including: (i) adverse market conditions; (ii) risks inherent in the mineral exploration industry in general; (iii) the inability of Discovery to complete the remaining private placement or the related debt facility; or (iv) the TSXV not approving the private placement or related debt facility. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, Discovery does not intend to update these forward-looking statements.

Neither the TSX Venture Exchange Inc. nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange Inc.) accepts responsibility for the adequacy or accuracy of this press release.

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