Strata Minerals Announces Closing of $500,000 Non-Brokered Private Placement
Toronto, May 8, 2017 – Strata Minerals Inc. (TSXV: SMP.H) (“Strata Minerals” or, the “Company“) announces the that it has completed a non-brokered financing for the gross proceeds of $500,000 by way of private placement of 2,500,000 common shares of the Company (each a “Share”) at the price of $0.20 per Share (the “Offering”).
The securities issued pursuant to the Offering are subject to a four month and one day statutory hold period. The Company intends to use the net proceeds from the Offering for general working capital purposes.
In connection with the Offering, Hugh Agro, President, Chief Executive Officer and a Director of the Company, and Messrs. Donald Birak, Michael Mansfield, and Carmelo Marrelli, each a Director of the Company, and collectively with Mr. Agro “Insiders”) have acquired the 175,000 Shares in the aggregate. This issuance of common shares to Insiders is considered a “related party transaction” as such term is defined under MI 61-101. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under MI 61- 101 on the basis that participation in the Offering by Insiders does not exceed 25% of the fair market value of the Company’s market capitalization.
Early Warning Reports.
Immediately prior to the Offering, each of Hugh Agro and Peter Kozicz were insiders of the Company as the term is defined by in applicable Canadian securities legislation. Immediately prior to the Offering Mr. Agro directly or indirectly held 2,469,225 or approximately 23.6% of the then issued and outstanding Shares, and Mr. Kozicz directly or indirectly held 1,184,545, or approximately 11.3% of the then issued and outstanding Shares. Following the Offering Mr. Agro holds 2,519,225 or approximately 19.4% of the total number of issued and outstanding Shares. The Shares were acquired by Mr. Agro for investment purposes, and depending on market and other conditions, he may from time to time in the future increase or decrease his ownership, control or direction over securities of the Company through market transactions, private agreements, or otherwise. For the purposes of this notice, the address of Mr. Agro and Mr. Kozicz is 82 Richmond Street East, Suite 200, Toronto, Ontario M5C 1P1.
Following the Offering Mr. Kozicz’ holding of 1,184,545 Shares constitutes approximately 9.1% of the total number of issued and outstanding Shares and therefore Mr. Kozicz ceases to be an insider of the Company.
In satisfaction of the requirements of the National Instrument 62-104 – Take-Over Bids And Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Early Warning reports respecting the acquisitions of Shares by Mr. Agro and Mr. Kozicz will be filed under the Company’s SEDAR Profile at www.sedar.com.
About Strata Minerals Inc.
Strata Minerals Inc. is a mineral exploration and development company. The Company holds a 51% interest in the Diamond Mountain phosphate project located in the State of Utah. The Company is currently assessing exploration and development plans for Diamond Mountain and evaluating other business development opportunities. Additional disclosure of the Company’s financial statements, technical reports, material change reports, news releases and other information can be obtained on SEDAR at www.sedar.com.
Neither the 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 news release.
For further information, please contact:
Shaun Drake at (416) 848-0107
This news release includes certain forward-looking statements that are based upon current expectations, which involve risks and uncertainties associated with the Company’s business and the environment in which the business operates. Any statements contained herein that are not statements of historical facts may be deemed to be forward- looking, including those identified by the expressions “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend”, and similar expressions to the extent they relate to the Company or its management. The forward-looking statements are not historical facts, but reflect the Company’s current expectations regarding future results or events. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations are the risks detailed herein and from time to time in the filings made by the Company with securities regulators including the following: (i) investment in the common shares of the Company is highly speculative given the Company’s business and the present stage of development of the Company; (ii) there can be no guarantee of the Company’s ability to capitalize on, or maintain, its current interest in Diamond Mountain Project; (iii) the directors and officers of the Company, or the persons in their capacity of acting directors and officers of the Company, will only devote a portion of their time to the business and affairs of the Company and some of them are or will be engaged in other projects or businesses such that conflicts of interest may arise from time to time; (iv) there can be no assurances of the ability of the Company to finance its projects, or the Company’s ability to find distributors and source off-take agreements; (v) factors such as, but not limited to, changes in demand and prices for phosphate, changes in general economic conditions and conditions in the financial markets, litigation, legislative, environmental and other judicial, regulatory, political and competitive developments as well as technological and operational difficulties encountered in connection with the Company’s activities can affect any of the Company’s forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on the Company forward-looking statements. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.