NOT FOR DISSEMINATION OR DISTRIBUTION INTO THE UNITED STATES OR THROUGH UNITED STATES NEWSWIRE SERVICES
Vancouver, British Columbia, December 7th, 2021 – Prismo Metals Inc. (CSE:PRIZ) (“Prismo” or the “Company”) is pleased to announce a non-brokered private placement (the “Offering”) for gross proceeds of up to $2 million from the sale of units of the Company (each, a “Unit”) at a price of C$0.30 per Unit. Red Cloud Securities Inc. is acting as a finder in connection with the Offering.
Each Unit will consist of one common share of the Company (each, a “Share”) and one-half of one common share purchase warrant (each, a “Warrant”). Each Warrant will entitle the holder thereof to purchase one common share of the Company (each, a “Warrant Share”) at a price of C$0.45 for a period of 24 months following the closing date of the Offering (the “Closing Date”).
The Offered Securities will be offered by way of the “accredited investor” and “minimum amount investment” exemptions under National Instrument 45-106 – Prospectus Exemptions in all the provinces of Canada, and the Units may be sold to offshore jurisdictions and in the United States on a private placement basis pursuant to one or more exemptions from the registration requirements of the United States Securities Act of 1933, as amended (collectively, the “Selling Jurisdictions”). The Shares, Warrants and Warrant Shares will be subject to a four-month hold period in Canada following the Closing Date (as defined herein).
At the Closing Date, the Company may pay to a finder a commission equal to 7.0% of the gross proceeds (the “Finder’s Commission”) from the sale of Offered Securities to the identified parties, and it may issue warrants of the Company (the “Finder’s Warrants”) exercisable at any time from the closing date to the day prior to the date that is 24 months following the Closing Date to at a price of $0.30 per common share, in amount equal to 7.0% of the aggregate number of Offered Securities sold to the identified parties.
The proceeds from the Offering will be used by the Company to complete a 4,000 meter drilling campaign on its Palos Verdes property, conduct exploration on its Los Pavitos property with a view of identifying drilling targets and for general working capital.
Closing of the Offering is scheduled to occur on or about December 22, 2021 and is subject to the approval of the Canadian Securities Exchange (the “CSE”) and other customary closing conditions. There can be no assurances that the Offering will be completed on the terms set out herein, or at all, or that the proceeds of the Offering will be sufficient for the uses of proceeds as set out above.
Prismo (CSE:PRIZ) is junior mining company focused on precious metal exploration in Mexico.
Prismo Metals Inc.
Craig Gibson, President and CEO
1100 – 1111 Melville St., Vancouver, British Columbia V6E 3V6
Neither the Canadian Securities Exchange accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities legislation. All statements other than statements of historical fact, including without limitation, statements regarding the anticipated content, commencement and exploration program results, the ability to complete future financings, required permitting, exploration programs and drilling, and the anticipated business plans and timing of future activities of the Company, are forward-looking statements. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct.
The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward looking statements as a result of various factors, including, but not limited to, the state of the financial markets for the Company’s equity securities, the state of the commodity markets generally, variations in the nature, the analytical results from surface trenching and sampling program, including diamond drilling programs, the results of IP surveying, the results of soil and till sampling program. the quality and quantity of any mineral deposits that may be located, variations in the market price of any mineral products the Company may produce or plan to produce, the inability of the Company to obtain any necessary permits, consents or authorizations required, including CSE acceptance, for its planned activities, the inability of the Company to produce minerals from its properties successfully or profitably, to continue its projected growth, to raise the necessary capital or to be fully able to implement its business strategies, the potential impact of COVID-19 (coronavirus) on the Company’s exploration program and on the Company’s general business, operations and financial condition, and other risks and uncertainties. All of the Company’s Canadian public disclosure filings may be accessed via www.sedar.com and readers are urged to review these materials, including the technical reports filed with respect to the Company’s mineral properties.