January 25, 2023 – Zimtu Capital Corp. (TSXv: ZC; FSE: ZCT1) (the “Company” or “Zimtu”) announces a non-brokered private placement offering (the “Offering”) of up to 14,285,714 units (the “Units”) at a price of $0.07 per Unit for gross proceeds of up to $1,000,000. Each Unit will be comprised of one common share in the capital of the Company (each, a “Share”) and one non-transferable share purchase warrant (each, a “Warrant”). Each Warrant will entitle the holder to purchase one additional Share in the capital of the Company (each, a “Warrant Share”) for a period of five (5) years from the closing date at an exercise price of $0.09.
The Offering is expected to close on or before January 31, 2023. The Offering is not subject to a minimum amount, and the maximum gross proceeds of the Offering is $1,000,000. All securities will be subject to a hold period of four months and one day from the closing date of the Offering. It is anticipated that, assuming that the maximum amount is raised, majority the net proceeds will be used for proposed investments in new opportunities that have been incubated, including initiatives in the following sectors; oil and gas exploration and production, precious and critical minerals exploration and production, a technology platform for the entertainment industry and an active hydrogen technology business venture. The Company will also use certain of the net proceeds for project development activities, to satisfy existing contractual arrangements and for working capital purposes.
David Hodge, President and a director of the Company, comments: “Pursuing an equity position in these new opportunities would be a great investment for Zimtu’s shareholders”.
The Offering is subject to approval of the TSX Venture Exchange (the “Exchange”). Finder’s fees or brokers’ commissions comprised of cash and / or securities of the Company may be paid in connection with the Offering, in accordance with Exchange policies.
The Offering will be conducted pursuant to available prospectus exemptions, including issuances to accredited investors, close personal friends and close business associates of directors and officers of the Company and to existing shareholders of the Company pursuant to the exemption set out in BC Instrument 45-534 (the “Existing Shareholder Exemption”). Shareholders of record of the Company as at January 23, 2023 (the “Record Date”) are eligible to participate under the Existing Shareholder Exemption. In order to rely on the Existing Shareholder Exemption, the subscriber; (a) must have been a shareholder of the Company on the Record Date and continue to hold shares of the Company until the closing date of the Offering, (b) must be purchasing the Units as principal, and (c) may not purchase more than $15,000 value of securities in any 12-month period, unless the subscriber has received advice from a registered investment dealer regarding the suitability of the investment. If the Company receives subscriptions from investors relying on the Existing Shareholder Exemption which exceed the maximum amount of the Offering, the Company intends to adjust the subscriptions received on a pro-rata basis.
The Offering may be closed in one or more tranches, as subscriptions are received Any participation by insiders will constitute a related party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders In Special Transactions (“MI 61-101”) but is expected to be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101.
About Zimtu Capital Corp.
Zimtu Capital Corp. is a public investment issuer that aspires to achieve long-term capital appreciation for its shareholders. Zimtu Capital companies may operate in the fields of mineral exploration, mining, technology, life sciences or investment. The Company trades on the TSX Venture Exchange under the symbol “ZC” and Frankfurt under symbol “ZCT1”. For more information, please visit https://www.zimtu.com.
On Behalf of the Board of Directors
ZIMTU CAPITAL CORP.
President & Director
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 NEWS RELEASE.
This news release contains forward-looking information which is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ from those projected in the forward-looking statements. Forward looking statements in this press release include the anticipated proceeds to be raised pursuant to the Offering, the expected use of any proceeds raised, the potential participation of insiders in the Offering, and finder’s fees which may be paid in connection with the Offering. These forward-looking statements are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Risks that could change or prevent these statements from coming to fruition include that the TSXV may not approve the Offering; there may not be interested subscribers; the proceeds of the Offering may not be used as stated in this press release; and that the parties may be unable to satisfy all of the conditions to closing the Offering. The forward-looking
information contained herein is given as of the date hereof and the Company assumes no responsibility to update or revise such information to reflect new events or circumstances, except as required by law