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To: Goose94 who wrote (94905)10/20/2020 10:30:24 AM
From: Goose94Read Replies (1) | Respond to of 203382
 
Volcanic Gold Mines (VG-V) Closes $8.6 Million Financing, Silvercorp Metals (SVM-T) Elects To Maintain 19.9% Pro-rata Interest

Oct 20, '20 - NR

Volcanic Gold Mines Inc. has closed its previously announced oversubscribed bought deal financing, and a concurrent private placement with its largest shareholder, Silvercorp Metals Inc., for aggregate gross proceeds of approximately $8.6-million.

Pursuant to the Offering, Volcanic issued 12,546,500 units of the Company (the " Units "), including 1,636,500 Units issued in connection with the exercise in full of the over-allotment option granted to the Underwriters (as defined below) in connection with the Offering, at a price of C$0.55 per Unit (the " Issue Price ") for aggregate gross proceeds of C$6,900,575. The Offering was completed through a syndicate of underwriters led by Haywood Securities Inc., and including Canaccord Genuity Corp. (collectively, the " Underwriters ").

Pursuant to the Concurrent Private Placement, Volcanic issued 3,117,100 Units to Silvercorp at the Issue Price for aggregate gross proceeds of C$1,714,405. Silvercorp, which held approximately 19.9% of the issued and outstanding shares of Volcanic prior to the Offering, exercised its participation right to maintain its 19.9% interest upon closing of the Financing. The securities issued to Silvercorp are subject to a four month hold period which will run until February 21, 2021.

Each Unit consists of one common share in the capital of the Company (a " Common Share ") and one-half of one Common Share purchase warrant (a " Warrant "). Each whole Warrant entitles the holder thereof to purchase one Common Share at a price of C$0.70 until April 20, 2022.

In connection with the Offering, the Underwriters received a cash commission of 6.0% of the gross proceeds of the Offering, subject to a reduced cash commission paid on sales to members of the president's list (the " Presidents List Sales ") and were issued compensation options (the " Compensation Options ") exercisable at any time prior to October 20, 2022 at a price of C$0.55 per Compensation Option to purchase such number of units (the " Compensation Units ") as is equal to 6% (reduced in the case of President's List Sales) of the aggregate number of Units issued pursuant to the Offering. Each Compensation Unit is comprised of one Common Share and one-half of one Common Share purchase warrant (a " Compensation Warrant "). Each whole Compensation Warrant entitles the holder thereof to purchase one Common Share at a price of C$0.70 until October 20, 2022.

In connection with the Concurrent Private Placement and a portion of the Offering, the Company will pay a finder's fee to Roth Capital Partners LP of C$133,098.35 cash and 241,997 finder's warrants with the same terms as the Warrants and subject to a four month hold period which will run until February 21, 2021.

The Company intends to use the net proceeds from the Financing for the exploration and advancement of the Company's principal assets in Guatemala and for general corporate purposes.

Because Silvercorp is a "related party" to the Company, the Concurrent Private Placement constitutes a "related party transaction" within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61 101 Protection of Minority Security Holders in Special Transactions (" MI 61 101 "). The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61 101 contained in sections 5.5(b) and 5.7(1)(b) of MI 61 101.

About Volcanic

Volcanic brings together an experienced and successful mining, exploration and capital markets team focused on building multi-million ounce gold and silver resources in underexplored countries. Through the strategic acquisition of mineral properties with demonstrated potential for hosting gold and silver resources, and by undertaking effective exploration and drill programs, Volcanic intends to become a leading gold-silver company.

Simon Ridgway
Founder & Director
Tel: 604-375-8119
e-mail: SRidgway@Goldgroup.com