/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN
CANADA ONLY AND IS NOT FOR
DISTRIBUTION TO UNITED STATES
NEWSWIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES/
TORONTO,
Oct. 31,
2024 /CNW/ - Collective Mining
Ltd. (NYSE: CNL) (TSX: CNL)
("Collective" or the "Company") is
pleased to announce the closing of its upsized "bought deal" public
offering of 8,050,000 common shares of the Company (the "Shares")
at a price of C$5.00 per Share (the
"Issue Price") for aggregate gross proceeds of C$40,250,000, including the exercise in full of
the underwriters' over-allotment option (the "Public Offering").
The Public Offering was conducted by a syndicate of underwriters
led by BMO Capital Markets, as sole bookrunner, and including
Clarus Securities Inc., Scotia Capital, among others (collectively,
the "Underwriters"), pursuant to the terms of an underwriting
agreement entered into between the Corporation and the Underwriters
on October 28, 2024.
Concurrently with the closing of the Public
Offering, the Company completed a non-brokered private placement of
1,226,235 Shares at the Issue Price (the "Concurrent Private
Placement") with a strategic investor of the Company for aggregate
gross proceeds of C$6,131,175. The
Concurrent Private Placement was completed to enable the strategic
investor to top-up its ownership interest in the Company to
approximately 9.99% on a partially-diluted basis after
giving effect to the Public Offering, in accordance with the terms
of the strategic investor's existing participation right in equity
financings of the Company. The Shares issued pursuant
to the Concurrent Private Placement are subject to a restricted
hold period of four months and one day following the closing of the
Concurrent Private Placement. No commission or other fee was paid
to the Underwriters in connection with the sale of Shares pursuant
to the Concurrent Private Placement.
The Company intends to use the net proceeds
from the Public Offering and the Concurrent Private Placement to
fund ongoing work programs to advance the Guayabales Project, to
pursue other exploration and development opportunities, and for
working capital and general corporate purposes, as more fully
described in the prospectus supplement (the "Prospectus
Supplement") of the Company dated October
28, 2024 and filed in each of the provinces and territories
of Canada, other than Quebec and Nunavut.
The Shares issued pursuant to the Public
Offering in Canada were qualified
for distribution pursuant to the Prospectus Supplement and a short
form base shelf prospectus (the "Base Shelf Prospectus") dated
December 4, 2023. Additionally, the
Shares issued outside of Canada
were offered and sold on a private placement basis, including, with
respect to those Shares sold and issued to purchasers in
the United States, pursuant to the
exemption from registration provided for under Rule 506(b) of
Regulation D and/or Section 4(a)(2) of the United States Securities
Act of 1933, as amended, and the applicable securities laws of any
state of the United States. The
Prospectus Supplement, Base Shelf Prospectus, and the documents
incorporated by reference therein, are available on the Company's
issuer profile on SEDAR+ at www.sedarplus.ca.
The Public Offering and the Concurrent
Private Placement remain subject to final approval of the Toronto
Stock Exchange (the "TSX").
Certain directors, officers and insiders of
the Company (collectively, the "Insiders") participated in the
Public Offering. Participation by the Insiders in the Public
Offering was considered a "related party transaction" pursuant to
Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions ("MI 61-101").
The Company is exempt from the requirements to obtain a formal
valuation or minority shareholder approval in connection with the
Insiders' participation in the Public Offering pursuant to sections
5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value
of any securities issued to, nor the consideration paid by, the
Insiders exceeded 25% of the Company's market capitalization. The
Company did not file a material change report 21 days prior to
closing of the Public Offering, as the Insiders' participation had
not been confirmed at that time which the Company deemed reasonable
in the circumstances so as to be able to avail itself of potential
financing opportunities and complete the Public Offering in an
expeditious manner.
The securities referred to herein have
not been and will not be registered under the United States
Securities Act of 1933, as amended, and may not be offered or sold
in the United States or to, or for
the account or benefit of, United
States persons absent registration or an applicable
exemption from the United States
registration requirements. This news release shall not constitute
an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of the securities, in any jurisdiction in which
such offer, solicitation or sale would be unlawful.
About Collective Mining Ltd.
To see
our latest corporate presentation and related information, please
visit www.collectivemining.com
Founded by the team that developed and sold
Continental Gold Inc. to Zijin Mining for approximately
$2 billion in enterprise value,
Collective Mining is an advanced exploration company with options
to acquire 100% interests in two projects in Caldas, Colombia. Both projects are located directly
within an established mining camp with ten fully permitted and
operating mines and benefits from ready access to hydropower, roads
and skilled labor.
The Company's flagship project, Guayabales,
is anchored by the Apollo system, which hosts the large-scale,
outcropping, bulk-tonnage and high-grade
copper-silver-gold-tungsten Apollo system, which is a partially
reduced intrusion related system ("PRIRS"). The Company's 2024
objectives are to expand the Apollo system and step out along
strike to expand the recently discovered Trap system.
Management, insiders and close family and
friends own over 40% of the outstanding shares of the Company and
as a result, are fully aligned with shareholders. The Company is
listed on the NYSE American and the TSX under the trading symbol
"CNL."
Information Contact:
Follow
Executive Chairman Ari Sussman
(@Ariski73)
on X
Follow Collective Mining
(@CollectiveMini1)
on X, (Collective
Mining) on LinkedIn, and
(@collectivemining) on
Instagram
Investors and Media
Paul Begin, Chief Financial
Officer
p.begin@collectivemining.com
+1
(416) 451-2727
FORWARD-LOOKING
STATEMENTS
This news release contains "forward-looking
statements" and "forward-looking information" within the meaning of
applicable securities legislation (collectively, "forward-looking
statements"). All statements, other than statements of historical
fact, are forward-looking statements and are based on expectations,
estimates and projections as at the date of this news release. Any
statement that involves discussion with respect to predictions,
expectations, beliefs, plans, projections, objectives, assumptions,
future events or performance (often, but not always using phrases
such as "plans", "expects", "is expected", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates", or "believes"
or variations (including negative variations) of such words and
phrases, or state that certain actions, events or results "may",
"could", "would", "might" or "will" be taken, occur or be achieved)
are not statements of historical fact and may be forward-looking
statements. In this news release, forward-looking statements
relate, among other things, to: the anticipated use of the net
proceeds from the Public Offering and the Concurrent Private
Placement; receipt of all final regulatory approvals
in connection with the Public Offering and the Concurrent Private
Placement; the anticipated advancement of
mineral properties or programs; future operations; future recovery
metal recovery rates; future growth potential of Collective; and
future development plans.
hese forward-looking statements, and any
assumptions upon which they are based, are made in good faith and
reflect our current judgment regarding future events including
final listing mechanics and the direction of our business.
Management believes that these assumptions are reasonable.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of the Company to be materially
different from any future results, performance or achievements
expressed or implied by the forward-looking statements. Such
factors include, among others: risks related to the speculative
nature of the Company's business; the Company's formative stage of
development; the Company's financial position; possible variations
in mineralization, grade or recovery rates; actual results of
current exploration activities; conclusions of future economic
evaluations; fluctuations in general macroeconomic conditions;
fluctuations in securities markets; fluctuations in spot and
forward prices of gold, precious and base metals or certain other
commodities; fluctuations in currency markets; change in national
and local government, legislation, taxation, controls regulations
and political or economic developments; risks and hazards
associated with the business of mineral exploration, development
and mining (including environmental hazards, industrial accidents,
unusual or unexpected formation pressures, cave-ins and flooding);
inability to obtain adequate insurance to cover risks and hazards;
the presence of laws and regulations that may impose restrictions
on mining; employee relations; relationships with and claims by
local communities and indigenous populations; availability of
increasing costs associated with mining inputs and labour; the
speculative nature of mineral exploration and development
(including the risks of obtaining necessary licenses, permits and
approvals from government authorities); and title to properties, as
well as those risk factors discussed or referred to in the annual
information form of the Company dated March
27, 2024. Forward-looking statements contained herein are
made as of the date of this news release and the Company disclaims
any obligation to update any forward-looking statements, whether as
a result of new information, future events or results, except as
may be required by applicable securities laws. There can be no
assurance that forward-looking statements will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such statements and there may
be other factors that cause results not to be anticipated,
estimated or intended. Accordingly, readers should not place undue
reliance on forward-looking statements.
SOURCE Collective Mining Ltd.