Tocvan closes $10-million bought deal offering

Executive Summary

• Tocvan Ventures Corp. has closed a bought deal private placement raising $10,005,000 in gross proceeds, with Stifel Canada acting as sole underwriter and bookrunner.
• The offering consisted of 10,005,000 units priced at $1.00 per unit, including the full exercise of the underwriter's 5% overallotment option.
• Net proceeds are designated for advancing the company's gold projects in Sonora, Mexico, and for general working capital.

Key Details

• Gross Proceeds: $10,005,000.
• Units Issued: 10,005,000 units.
• Price Per Unit: $1.00.
• Underwriter: Stifel Canada (sole underwriter and bookrunner).
• Overallotment: The underwriter exercised the full 5% overallotment option.
• Unit Composition: Each unit consists of one common share and one common share purchase warrant.
• Warrant Terms:
  • Each warrant is exercisable for one additional common share.
  • Exercise Price: $1.40 per warrant share.
  • Term: 36 months following the closing date.
• Underwriter Compensation:
  • Cash Commission: 7.0% of gross proceeds.
  • Compensation Warrants: 7.0% of the number of units sold.
  • Compensation Warrant Terms: Entitles holder to acquire a common share at the issue price ($1.00) for a period of 24 months from the date of issue.
• Use of Proceeds: Advancing gold projects in Sonora, Mexico, and general working capital.
• Regulatory Exemptions:
  • Canada: Offered pursuant to the listed issuer financing exemption under National Instrument 45-106 (Part 5A) and Coordinated Blanket Order 45-935. No statutory hold period applies.
  • United States: Offered via private placement exemptions from the U.S. Securities Act of 1933.
• Related-Party Transactions:
  • Participation by Christopher Gordon (officer) and Anna Ladd-Kruger (director) was treated as a related-party transaction under Multilateral Instrument 61-101.
  • The company was exempt from obtaining a formal valuation or minority shareholder approval for insider participation.