Minnova Corp.

Minnova Corp.

November 16, 2015 15:16 ET

Minnova Corp. Announces Close of Non-Brokered Private Placement for Total Gross Proceeds of $531,309

TORONTO, ONTARIO--(Marketwired - Nov. 16, 2015) - Minnova Corp. (TSX VENTURE:MCI) ("Minnova" or "the Company") is pleased to announce that it has closed the final tranche of its non-brokered private placement announced on October 19, 2015 (the "Offering") for additional proceeds of $226,300 from the issuance of 730,000 flow-through common shares of Minnova (a "Flow-Through Share") at an issue price of $0.31 per Flow-Through Share. In total the Company issued (i) 1,230,000 flow-through common shares of Minnova (a "Flow-Through Share") at an issue price of $0.31 per Flow-Through Share for gross proceeds of $381,300; and (ii) 483,900 common share units (a "Common Share Unit") at a price of $0.31 per unit for gross proceeds of $150,009. The common share units consisted of 483,900 common shares and 241,950 warrants entitling the holder to purchase one common share at the exercise price of $0.40 for a term of 2 years from the closing date of the Offering.

The proceeds of the Offering will be used for work programs related to the re-start of mining operations at the Company's PL Mine including; resource expansion, exploration drilling and revised and updated NI 43-101 technical reports, as well as for general working capital purposes.

Minnova paid commission of 6% and issued 73,800 broker warrants on a portion of the Offering in accordance with TSX Venture Exchange (the "Exchange") guidelines. All securities issued under the Offering will be subject to a four month hold period from the date of issuance. The proposed Offering is subject to the approval from the Exchange.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons as defined under applicable securities laws unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

In addition, a director of the Company acquired a total of 100,000 Flow-Through Shares in the Offering on the same basis as other participants. The participation by such director constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities being issued to the related party nor the consideration being paid by the related party will exceed 25% of the Company's market capitalization. A material change report in connection with the Offering was not filed more than 21 days prior to the closing of the Offering as insider participation was not finalized until shortly prior to closing.

About Minnova Corp.

Minnova Corp. is an emerging Canadian gold producer focused on re-starting the PL Mine and expanding gold resources on its PL and Nokomis gold deposits (collectively the "Maverick Gold Project"). The Company completed an Updated PEA which supports average annual production of 48,100 ounces over a +10 year mine life. Work to date supports advancing the project with an initial program of underground test mining and completion of a Feasibility Study. The PL Mine includes an existing flotation mill with a replacement value in excess of $50 million, over 7,000 meters of developed underground ramp to 135 metres depth, is fully road accessible and close to existing mining infrastructure. The Maverick Gold Project is located in the Flin Flon Greenstone Belt of Central Manitoba.

Forward Looking Statements

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, information regarding the Company including management's assessment of future plans and operations, that may involve risks associated with mining exploration and development, volatility of prices, currency fluctuations, imprecision of resource estimates, environmental and permitting risks, access to labour and services, competition from other companies and ability to access sufficient capital. As a consequence, actual results may differ materially from those anticipated in the forward looking statements. A feasibility study has not been completed and there is no certainty the disclosed targets will be achieved nor that the proposed operations will be economically viable. Although Minnova has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. Minnova does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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.

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