February 10, 2023, VANCOUVER, British Columbia – Interra Copper Corp. (CSE: IMCX, OTCQB: IMIMF, FRA: 3MX) (“Interra” or the “Company”) is pleased to announce the closing of additional funds from its previously announced non-brokered private placement (the “Financing” or “Private Placement”) in conjunction with the Company’s announced acquisition of Alto Verde Copper Inc. (the “Alto Verde Transaction”). Due to wire issues and delay in arrival of investor funds, an additional 125,600 Subscription Receipts were sold for gross proceeds of $62,800 at a price of $0.50 per Subscription Receipt. Previously, an aggregate 5,656,122 Subscription Receipts were sold for gross proceeds of $2,828,061, bringing the total to 5,781,722 for gross proceeds of $2,890,861 at a price of $0.50 per Subscription Receipt.
Odyssey Trust Company is subscription receipt agent for the Financing and will hold the gross proceeds in trust pending the release conditions related to the Alto Verde Transaction being satisfied, or return of the funds in accordance with a subscription receipt agreement between the Company and Odyssey Trust Company dated February 2, 2023, as supplemented by a supplemental agreement dated February 9, 2023.
Each Subscription Receipt will automatically convert into units of the Company (“Units”) upon the completion of the Alto Verde Transaction, in accordance with the terms and conditions of the subscription receipt agreement. Each Unit will be comprised of one common share of Interra (an “Interra Share”) and one-half Interra Share purchase warrant (each full warrant, an “Interra Warrant”). Each Interra Warrant will entitle the holder to acquire one Interra Share (a “Warrant Share”) at an exercise price of $0.75 per Warrant Share for a period of 36 months following the closing of the Alto Verde Transaction. The Interra Warrants will be subject to an acceleration provision allowing the Company to accelerate the expiration date of the Interra Warrants with a 30 days’ notice period to warrant-holders in the event the Interra Shares trade on the CSE for 10 consecutive days at $1.25 or greater. The financing is subject to the Company’s filing requirements with the CSE.
Assuming the closing of the Alto Verde Transaction, the proceeds from the Financing will be used to advance both the Chilean and Canadian projects of the combined entity and for general corporate purposes.
All securities issued in connection with this second tranche Financing are subject to a hold period expiring June 10, 2023, being the date that is four months and one day from the date of closing of the Private Placement in accordance with applicable Canadian securities laws.
In connection with the Financing, the Company has agreed to pay certain finder’s fees, upon release of the funds and completion of the Alto Verde Transaction, consisting of, in aggregate, cash finder’s fees of $99,640 and the issuance of 57,520 finders shares and 256,800 finder’s warrants entitling the holder thereof to purchase one Interra Share at an exercise price of $0.75 per Share for a period of 36 months from the date of issuance.
The securities offered have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold absent registration or compliance with an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. 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 State in which such offer, solicitation or sale would be unlawful.
About Alto Verde
Alto Verde Copper Inc. is a private mining company focused on its portfolio of prospective exploration assets located in the Central Volcanic Zone, within the prolific Chilean Copper belt.
Alto Verde’s portfolio includes three copper exploration projects: Pitbull in the Tarapaca Region and Tres Marias and Zenaida in the Antofagasta Region. Alto Verde holds a significant land package covering an area of 19,850 hectares with the projects situated proximal to several of the world’s largest mines.
Alto Verde’s leadership team is comprised of senior mining industry executives who have a wealth of technical and capital markets experience and a strong track record of discovering, financing, developing, and operating mining projects on a global scale. Alto Verde is committed to sustainable and responsible business activities in line with industry best practices, supportive of all stakeholders, including the local communities in which it operates.
About Interra Copper Corp.
Interra is a junior exploration and development company focused on creating shareholder value through the advancements of its current assets that include the Thane Property in north-central British Columbia. Utilizing its heavily experienced management team, Interra continues to source and evaluate assets to further generate shareholder value.
The Thane Property covers approximately 206 km2 (50,904 acres) and is located in the Quesnel Terrane geological belt of north-central British Columbia, midway between the previously operated open pit Kemess Mine and the current open pit Mount Milligan mine, both two copper-gold porphyry deposits. The Thane Property includes several highly prospective mineralized areas identified to date, including the ‘Cathedral Area’ on which the Company’s exploration is currently focused.
ON BEHALF OF INTERRA COPPER CORP.
Jason Nickel, P.Eng.
Chief Executive Officer and Director
Alto Verde Copper Inc.
President, Chief Executive Officer and Director
Cautionary Statement Regarding Forward-Looking Information: This news release contains certain “forward-looking information” and “forward-looking statements” (collectively “forward-looking statements”) within the meaning of applicable securities legislation. Forward-looking statements are frequently, but not always, identified by words such as “expects”, “anticipates”, “believes”, “intends”, “estimates”, “potential”, “possible”, and similar expressions, or statements that events, conditions, or results “will”, “may”, “could”, or “should” occur or be achieved. All statements, other than statements of historical fact, included herein, without limitation, statements relating to the Proposed Transaction and related financing are forward-looking statements. 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. Forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements and the parties have made assumptions and estimates based on or related to many of these factors. Readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these items. The Company does not assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by applicable securities laws.