NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia – March 18, 2019 – Marifil Mines Limited (TSXV: MFM; OTCQB: MFMLF) (“Marifil” or the “Company”) is pleased to announce that, further to its News Release of March 15, 2019, it has closed its a non-brokered private placement consisting of the issuance of 14,000,000 units (each, a “Unit”) at a price of $0.05 per Unit for gross proceeds of $700,000 (the “Offering”).
Each Unit will consist of one common share of the Company (each, a “Share”) and one common share purchase warrant (each, a “Warrant”), with each Warrant entitling the holder to purchase one Share at a price of $0.07 per Share for a period of two years following the closing of the Offering (the “Closing”).
The proceeds of the Offering will be used for general working capital.
All securities issued in connection with the Offering will be subject to a statutory hold period expiring four months and one day after closing of the Offering.
Each of Robert Abenante and Greg Burnett (collectively, the “Insiders”) participated in the Offering. The Insiders’ participation constituted a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”) but was exempt from the valuation and minority shareholder approval requirements of MI 61-101 by virtue of the exemptions contained in Sections 5.5(a) and 5.7(a) of MI 61-101, in that the fair market value of the Units purchased by the Insiders did not exceed 25% of the Company’s market capitalization and the Shares are listed on the TSX Venture Exchange.
None of the securities to be issued in connection with the Offering will be or have been registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release is being issued pursuant to Rule 135c of the 1933 Act and shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the securities, in any state where such offer, solicitation or sale would be unlawful.
ON BEHALF OF MARIFIL MINES LIMITED
Robert Abenante, President & CEO
Phone: 1-833-669-MINE (6463)
For further information regarding Marifil Mines Limited, please refer to the Company’s filings available on SEDAR (http://www.sedar.com) or at Marifil’s Website (http://www.marifilmines.com).
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange), nor the OTCQB Venture Market accepts responsibility for the adequacy or accuracy of this release.