OneCap Investment Corporation Announces Closing of Financing and Completion of its Qualifying Transaction

/Not for distribution in the United States or over United States wire services/

MONTREAL, Aug. 31, 2017 /CNW Telbec/ – OneCap Investment Corporation (TSXV: OIC.H) (“OneCap or the “Corporation“), a capital pool company as defined under Policy 2.4 – Capital Pool Companies (“Policy 2.4“) of the TSX Venture Exchange (the “Exchange“), announces the completion on August 25, 2017 of its Qualifying transaction (the “Qualifying Transaction”) under Policy 2.4. 

The Qualifying Transaction was completed by the way of a three cornered amalgamation. As part of the amalgamation, 28,895,091 OneCap common shares were issued to the shareholders of Rio Moche Exploration Inc. (“Rio“) based on an exchange ratio of one OneCap share for each 2.3 outstanding shares of Rio (the “Exchange Ratio“), at a deemed price of $0.20 per OneCap share. All outstanding convertible securities of Rio (3,520,000 options and 8,000,000 warrants) were exchanged for OneCap’s options and warrants having similar terms based on the Exchange Ratio. The OneCap shares shall be issued pursuant to the provision of section 2.11(b) of Regulation 45-106 respecting Prospectus Exemptions.

In connection with the Qualifying Transaction, the Corporation completed a private placement (the “Offering”) of 5,100,000 Units, each unit being comprised of one common share and one half of a common share purchase warrant of OneCap (the “Units”), which resulted in aggregate gross proceeds to the Corporation of $1,020,000. The Offering was led by Laurentian Bank Securities Inc. (the “Agent”). In connection with the Offering, the Agent was granted 357,000 compensation warrants of OneCap (the “Compensation Warrants”) representing 7% of the number of Units sold under the Offering. Each Compensation Warrant will entitle the holder to acquire one common share of OneCap at an exercise price of $0.25 for a period of 24 months following the closing date of the Offering. The Agent also received a cash commission equal to 10% of the gross proceeds from the sale of Units to investors whom are not on the President’s list and 5% of the gross proceeds from the sale of Units to investors whom are on the President’s list.

The net proceeds from the Offering will be used to complete Phase 1 and commence Phase 2 of the recommended work program as per the independent geological report of the Las Marias Property (the “Mining Property“) prepared in accordance with Regulation 43-101 respecting Standards of Disclosure for Mineral Projects¹  (the “Technical report“) and the balance will be used for general working capital.

It is expected that trading of the common shares of the Corporation will resume following the issuance by the Exchange of its Final Exchange Bulletin evidencing final Exchange acceptance and confirmation of the Qualifying Transaction, which is expected to occur on or about September 8, 2017.

A total of 8,435,454 OneCap Shares controlled by the directors of OneCap are held under escrow pursuant to the requirements of the Exchange.

As described in the May 30, 2017 Filing Statement of OneCap, its new directors and officers consist of:

 

 

Upon the issuance of the TSXV Bulletin, the Corporation shall be listed on the Exchange as a Tier 2 Issuer.

Forward Looking Statements

This press release contains forward-looking statements. The completion of the Qualifying Transaction and the future business, operations and performance of the Mining Property and Corporation discussed herein could differ materially from those expressed or implied by such statements. Such forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations, including whether the transactions contemplated herein are completed. Forward-looking statements are based on a number of assumptions which may prove to be incorrect including: the ability of the Corporation to obtain necessary financing to complete the proposed acquisition or to satisfy the requirements of the Exchange with respect to the Qualifying Transaction or the Offering.

The risks associated with an investment in the Corporation, include (i) nature of mineral exploration and mining financing risks, (ii) foreign country risk, (iii) no assurance of title, (iv) potential land claims, (v) infrastructure risks, (vi) fluctuating mineral prices, (vii) no significant revenues, (viii) dilution and future sale of common shares, (ix) conflicts of interest, * environmental regulations, (xi) dependence on key personnel, (xii) security risks, (xiii) potential volatility of share price, (xiv) limited prior public market, (xv) use of and reliance on experts outside Canada and (xvi)  uninsurable risks. A full description of these risk factors can be found in the Corporation’s Filing Statement dated May 30, 2017 and filed on SEDAR.

There can be no assurances that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The cautionary statements qualify all forward-looking statements attributable to the Corporation and persons acting on its behalf. Unless otherwise stated, all forward-looking statements speak only as of the date of this press release and the Corporation has no obligation to update such statements except as required by law.

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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¹ NI43-101 Technical Report on the Las Marias Gold Property, Department of Bolivar, Colombia with an Effective Date of May 29, 2017 prepared by Pierre O’Dowd, Pro. Geologist and independent qualified person.

 

SOURCE OneCap Investment Corporation

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