Mag Copper Limited
CNSX : QUE

Mag Copper Limited

September 04, 2013 17:16 ET

Mag Copper Limited Completes First Tranche of Private Placement

TORONTO, ONTARIO--(Marketwired - Sept. 4, 2013) - Mag Copper Limited (CNSX:QUE) (the "Company") is pleased to announce that it has closed on its first tranche of its previously announced non-brokered private placement for aggregate gross proceeds of $290,500 through the issuance of 2,860,000 units ("Units") at a price of $0.05 per Unit and 2,950,000 flow-through units ("FT Units") at a price of $0.05 per FT Unit.

Each Unit consists of one common share (a "Common Share") in the capital of the Company and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Unit Warrant"). Each Warrant entitles the holder thereof to acquire one Common Share at a price of $0.10 for a period of eighteen (18) months. Each FT Unit consists of one Common Share to be issued on a "flow-through" basis and one-half of one common share purchase warrant (each whole common share purchase warrant, a "FT Warrant"). Each FT Warrant entitles the holder thereof to acquire one Common Share at a price of $0.10 for a period of twenty-four (24) months.

In connection with the issuance of the Units and FT Units, the Company has agreed to pay Jennings Capital Inc., (i) a cash commission equal to 8% of the aggregate proceeds of the offering attributable to such finders; and (ii) warrants (the "Compensation Warrants") equal to eight (8%) of the number of Units and FT Units issued and sold under the offering attributable to such finders. Each Compensation Warrant will entitle the holder thereof to purchase one Common Share of the Company at an exercise price of $0.10 per Common Share for a period of twenty-four (24) months. The securities to be issued are subject to a four month hold period.

Insiders of the Company acquired a total of 400,000 Units in the private placement on the same basis as other participants. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 based on the fair market value of insider participation not exceeding 25% of the Company's market capitalization and the fact that the common shares of the Company are listed on the CNSX. A material change report in connection with the private placement will be filed less than 21 days before the closing of the private placement. This shorter period is reasonable and necessary in the circumstances as the Company wished to complete the private placement in a timely manner.

The Company will use the proceeds of the offering to satisfy accounts payable, for exploration and development work at its Magusi River Project and for general working capital purposes.

The Canadian National Stock Exchange has not reviewed this press release and does not accept responsibility for the adequacy or accuracy of this news release.

This news release may contain forward-looking statements including but not limited to comments regarding the timing and content of upcoming work programs, geological interpretations, receipt of property titles, potential mineral recovery processes, etc. Forward-looking statements address future events and conditions and therefore, involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements.

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