TORONTO, March 22, 2016 – Norvista Capital Corporation (“Norvista” or the “Company”) (TSX-V: NVV) is pleased to announce a non-brokered private placement (the “Offering”) of 27,500,000 common shares in the capital stock of Norvista (the “Offered Shares”) at a price of $0.12 per Offered Share for aggregate gross proceeds to Norvista of $3,300,000. The net proceeds of the Offering will be used by the Company to invest in both public and private companies engaged in the exploration and development of base and precious metal projects in the junior resource sector and for general working capital purposes.
Norvista is also pleased to announce the concurrent funding of a parallel institutional financing vehicle called Norvista Capital I Limited Partnership (the “LP”) that will initially raise $3,150,000 to be invested with Norvista, on a pro rata basis, in future qualifying investments. A wholly-owned subsidiary of Norvista will serve as the general partner of the LP. The LP has been created by the Company to avoid concentrated equity ownership in Norvista while accommodating institutional investors who want to make private equity investments in the junior resource space and have such investments sourced, structured and managed by Norvista.
The Offered Shares will be subject to a statutory four month and one day hold period from the date of closing. The completion of the Offering remains subject to the approval of the TSX-V and customary closing conditions for a transaction of this nature. The Offering is expected to close on or about March 29, 2016.
Stan Spavold, Chairman, Don Christie, CEO & Director and Bruce Durham, Managing Director and Director of Norvista, will participate in the Offering. The participation of these officers and directors pursuant to the Offering constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and the policies of the TSX-V. The Company is relying upon the exemptions from the formal valuation and minority shareholder approval requirements pursuant to sections 5.5(b) and 5.7(1)(a), respectively, of MI 61-101 on the basis that the Company is not listed on a specified stock exchange and, at the time the Offering was agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction insofar as it involves interested parties (within the meaning of MI 61-101) in the Offering, exceeds 25% of the Company’s market capitalization calculated in accordance with MI 61-101. The Company was not in a position to file a material change report more than 21 days in advance of the closing of the Offering as the details of participation of the interested parties were not known at such time.
Norvista is a resource based merchant bank that began operations and was listed for trading on the TSX Venture Exchange in June of 2014. The Company’s strategy is to capitalize on the significant asset value contraction that has occurred over the last several years in the resource industry, with particular emphasis on base metal projects. Norvista focuses its efforts on the pursuit of highly prospective exploration projects while balancing exploration risk through investment in small to mid-scale, pre-production, opportunities requiring partial or full completion of feasibility studies. The Company takes a proactive role with its investee companies and in the majority of cases assumes management or advisory roles and/or seats on the board of directors of these companies. Management is of the view that current market conditions allow the Company to significantly mitigate political and country risk by pursuing investments in some of the world’s top ranked mining jurisdictions.
Since inception, Norvista has completed four strategic investments. The Company owns a 12.2% undiluted interest in Nevada Zinc Corporation (TSX-V: NZN) the owner of a highly prospective zinc exploration project in Eureka, Nevada. On March 15, 2016 Nevada Zinc announced an equity financing to fund its 2016 exploration program, metallurgical testing and for general working capital purpoes. Management of Norvista hold senior officer positions as well as board seats at Nevada Zinc. Nevada Zinc recently purchased the Mountain View mine, a past producing zinc mine in the centre of its property and has completed 36 drill holes on the Lone Mountain property. The assay results from all three drill programs to-date have been very positive.
The Company also owns a 19.9%, fully diluted ownership interest in Minera Alamos Inc. (TSX-V: MAI) the owner of an open pit, high-grade copper/molybdenum resource in Sonora, Mexico. On January 18, 2016 Minera Alamos announced that they had entered into a binding letter of intent to acquire the La Fortuna gold project located in the State of Durango, Mexico. La Fortuna has the potential to be a high grade, open pit gold mine. It is expected that a construction decision, if deemed appropriate by Minera Alamos management, can be made later this year. Norvista is actively involved in Minera Alamos through its board representation.
Norvista holds an 80% ownership interest in Akuna Minerals Inc., a private company with a pre-production, high-grade copper project in northern Manitoba. Norvista’s investment in Akuna funded the acquisition of the property and will assist in the funding of the cost of the project’s feasibility study.
The Company also has an investment in Petrowolf, LLC, a private oil and gas exploration company with properties located in the Permian Basin in Texas. Petrowolf has acquired a significant land portfolio from the proceeds of its initial financing which was subscribed to by Norvista. Petrowolf recently completed a US$7 million second round financing in order to fund its initial drill program in Q1 of 2016 and to acquire additional exploration property.
For further information about Norvista or the Offering contact:
Norvista Capital Corporation
141 Adelaide St. W., Suite 1660
Toronto, Ontario M5H 3L5
Tel: (416) 504-4171
Don Christie, President and CEO
CAUTIONARY STATEMENT: Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.
This news release contains forward-looking information that is not comprised of historical facts. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward-looking information in this news release includes statements made herein with respect to, among other things, the Company’s objectives, goals or future plans, the timing and the of completion of the Offering, the receipt of TSXV approval in respect of the Offering, the satisfaction of other conditions to closing of the Offering, the future plans, objectives and activities of the LP, potential corporate and/or share acquisitions, exploration results, potential mineralization, exploration and mine development plans with respect to the Company’s investee companies, timing of the commencement of operations, and estimates of market conditions. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, exploration results being less favourable than anticipated, capital and operating costs varying significantly from estimates, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects, risks associated with the defence of legal proceedings and other risks involved in the mineral exploration and development industry, as well as those risks set out in the Company’s public disclosure documents filed on SEDAR. Although the Company believes that management’s assumptions used to develop the forward-looking information in this news release are reasonable, including that, among other things, the investee companies will be able to identify and execute on opportunities to acquire mineral properties, exploration results will be consistent with management’s expectations, financing will be available to such companies on favourable terms when required, and commodity prices and foreign exchange rates will remain relatively stable. Undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information contained herein, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.