INV Metals Announces Closing of Financing for the Quimsacocha Project Acquisition
DISSEMINATION IN THE UNITED STATES
TORONTO, ONTARIO – September 6, 2012 – INV Metals Inc. (“INV Metals” or “Company”) (TSX: INV) is pleased to announce that the previously announced private placement (the “Equity Financing”) of subscription receipts (the “Subscription Receipts”) of 2333914 Ontario Inc. (“FinanceCo”) has closed. An aggregate of 200 million Subscription Receipts were issued by FinanceCo at a price of $0.10 per Subscription Receipt for aggregate gross proceeds of $20 million. The Equity Financing is a condition precedent to its acquisition of the Quimsacocha Project in Ecuador (the “Acquisition”) from IAMGOLD Corporation. On closing of the Acquisition, the holders of Subscription Receipts will receive an aggregate of 200 million common shares (“INV Shares”) of INV Metals.
Dundee Securities Ltd. and Cormark Securities Inc. acted as co-lead agents in the Equity Financing on behalf of a syndicate that included GMP Securities L.P., Primary Capital Inc., PowerOne Capital Markets Ltd. and Raymond James Ltd. The agents collectively received 11,418,300 broker warrants of FinanceCo, which will be exchanged for 11,418,300 broker warrants of INV Metals, each exercisable to acquire one INV Share at $0.10 per share until September 6, 2014, on closing of the Acquisition.
See the Company’s press releases dated June 21, 2012, August 16, 2012 and August 24, 2012 for further details of the terms of the Equity Financing and the Acquisition.
The Subscription Receipts, the common shares underlying the Subscription Receipts and the INV Shares to be issued in connection with the amalgamation have not been registered under the United States Securities Act of 1933, as amended (the “Act”) or the securities laws of any state and may not be offered or sold absent registration under the Act or an applicable exemption from the registration requirements thereof. This news release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction or an exemption therefrom.
About INV™ Metals
INV™ Metals is an international mineral resource company focused on the acquisition, exploration and development of base and precious metal projects in Brazil and Namibia. Currently, INV™ Metals’ primary assets are: (1) its 50% interest in the Rio Novo property, located in Brazil; and (2) its option to acquire 50% of the Kaoko property, located in Namibia. Please also refer to the INV™ Metals’ website at www.invmetals.com to view additional details relating to the properties.
This press release contains certain forward-looking statements. Forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievement of INV Metals to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, delay or failure to receive regulatory, shareholder or other required approvals to complete the Acquisition, timing and ability to complete the Equity Financing, timing and ability to raise capital on acceptable terms, not realizing the potential benefits of the Acquisition, risks related to the actual results of exploration activities, conclusions of economic evaluations, risks associated with mining and mineral exploration activities, uncertainty in the estimation of mineral resources, including, without limitation, the assumptions on which such estimates are based, changes in project parameters as plans continue to be refined, future prices of metals, economic and political stability in Ecuador, Namibia, Brazil and Canada, environmental risks and hazards, increased infrastructure and/or operating costs, availability of future financing, labour and employment matters, and government regulation. There is no guarantee that any drill targets or economic mineral deposits will be found on INV Metals’ properties. For a more detailed discussion of such risks and other factors, refer to INV Metals’ annual information form filed with Canadian securities regulators available on www.sedar.com.