Iconic Minerals Ltd. / ACCESSWIRE / July 8, 2014 / TSX-V: ICM / FSE: YQG) announces that it has negotiated, subject to acceptance by the TSX Venture Exchange ("TSX-V"), a private placement for gross proceeds of up to $1,725,000 (the "Financing"). Upon receipt of acceptance from the TSX-V to the Financing, the Company will issue up to 23,000,000 Units (the "Units") at a price of $0.075 per Unit, each Unit consisting of one common share and one-half share purchase warrant, each whole warrant entitling the holder thereof to purchase one additional common share, exercisable for a period of one (1) year from the date of issuance at a price of $0.15 per share.
Proceeds raised from the Financing will be used towards exploration and development of the Company's Hercules Project in Lyon County, Nevada, and for general working capital purposes.
The Company may pay finders' fees in connection with the Financing in accordance with the rules and policies of the TSX-V.
The Company further announces that it has negotiated a settlement with certain creditors (the "Debt Settlement") for outstanding debts in the aggregate amount of Cdn$1,005,000 (the "Debt"), subject to acceptance by the TSX-V. In accordance with TSX-V Policies, of the Debt:
(a)$75,000 will be by the issuance of 1,000,000 Units at a deemed price of Cdn$0.075 per Unit, each Unit consisting of one common share and one-half share purchase warrant, each whole warrant entitling the holder thereof to purchase one additional common share, exercisable for a period of one (1) year from the date of issuance at a price of $0.15 per share to arms' length creditors; and
(b)$930,000 will be settled by the issuance of 12,400,000 common shares at a deemed price of Cdn$0.075 per share to Insiders, including one entity that will become an Insider as a result of the Debt settlement.
Three (3) Insiders (the "Related Parties") will directly and/or indirectly acquire an aggregate of 7,400,000 Shares from the Debt Settlement, which will increase those Related Parties' pro rata shareholdings in the Company (the "Related Party Transaction"). All of the independent directors of the Company, acting in good faith, have determined that the fair market value of the securities being issued and the consideration paid is reasonable and is exempt from the formal valuation and minority shareholder approval requirements of Multilateral Instrument 61-101.
On behalf of the Board of Directors
SIGNED: "Richard Kern"
Richard Kern, CEO
Contact: (604) 336-8614
For further information on ICM, please visit our website at www.iconicmineralsltd.com
The Company's public documents may be accessed at www.sedar.com
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements.
This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
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 release.
NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES