News Release: Zimtu Capital Corp. Announces Private Placement
1. ZIMTU CAPITAL CORP. ANNOUNCES PRIVATE PLACEMENT
April 29, 2015 - Zimtu Capital Corp. (TSXv: ZC; FSE: ZCT1) (the “Company” or “Zimtu”)
is pleased to announce that it has engaged Secutor Capital Management Corporation
and Marquest Capital Markets (the “Agents”) to act as lead agents in connection with a
private placement of flow-through common shares (the “FT Shares”) at a price of $0.325
per FT Share and units (the “Units”) at a price of $0.30 per Unit for aggregate gross
proceeds of up to $1,000,000 (the “Offering”).
Each Unit will consist of one non-flow-through common share (each, a “Share”) and one
warrant (a “Warrant”). One Warrant will be exercisable into additional non-flow-through
common shares of the Company (“Warrant Shares”) for a period of 24 months from
closing at a price of $0.40 per Warrant Share for the first 18 months from issuance, and
$0.30 per Warrant Share from 19 months to expiry of the Warrants.
On closing, the Company will grant to the Agent an over-allotment option (the “Over-
Allotment Option”) to increase the size of the offering by 20% of the Units that are
purchased under the private placement. The Over-Allotment Option is exercisable in
whole or in part for a period of 30 days from closing on the same terms as above, solely
to cover over-allotment. The Over-Allotment Option does not apply to the FT Shares.
The Company will pay to the Agent a cash commission of 8% of the gross sales of Units
and FT Shares under the Offering, and issue to the Agent 8% of the number of Units
and FT Shares sold in Agent’s Options, with each Agent’s Option being exercisable into
Warrant Shares at the same terms of the Warrants, entitling the Agents to subscribe for
that number of Units of the Issuer as is equal to 8% of the total number of Flow Through
Shares and Units issued pursuant to the Offering and exercisable at the respective
issue prices.
All the securities issuable will be subject to a four-month hold period from the date of
closing. The private placement is subject to the acceptance of the TSX Venture
Exchange.
The proceeds of the Offering will be used for exploration and development of resource
properties in the case of the FT Shares and general working capital in the case of the
Units.
2. None of the securities sold in connection with the Offering will be registered under the
U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United
States absent registration or an applicable exemption from the registration
requirements. This press 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 jurisdiction in which
such offer, solicitation or sale would be unlawful.
About Zimtu Capital Corp.
Zimtu Capital Corp. is a public investment issuer that invests in, creates and grows
natural resource companies thereby providing a way for shareholders to indirectly
participate and profit in the public company building process. The Company also
provides mineral property project generation and advisory services helping to connect
companies to properties of interest.
On Behalf of the Board of Directors
ZIMTU CAPITAL CORP.
“David Hodge”
David Hodge
President & Director
Phone: 604.681.1568
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.
Statements in this document which are not purely historical are forward-looking statements, including any
statements regarding beliefs, plans, expectations or intentions regarding the future. Forward looking
statements in this news release include expectations of raising funds and regarding use of proceeds of
the Offering.
It is important to note that actual outcomes and the Company’s actual results could differ materially from
those in such forward-looking statements. Risks and uncertainties include, but are not limited to,
economic, competitive, governmental, environmental and technological factors that may affect the
Company's operations, markets, products and prices; the Exchange 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.
Readers should refer to the risk disclosures outlined in the Company’s Management Discussion and
Analysis of its audited financial statements and other continuous disclosure documents filed under the
Company’s profile on SEDAR (http://www.sedar.com).