March 28, 2024 – VANCOUVER, BRITISH COLUMBIA – Valleyview Resources Ltd. (TSXV: VVR) (the “Company”) is pleased to announce that it has completed its initial public offering (the “Offering”) pursuant to which it has issued 4,500,000 common shares in the authorized share structure of the Company (each, a “Share”) at a price of $0.10 per Share pursuant to a final prospectus dated January 9, 2024. The Company intends to use the net proceeds of the Offering for exploration work and working capital.
In connection with the Offering, the Company paid a cash commission of $36,000, representing 8% of the gross proceeds of the Offering, and a corporate finance fee of $35,000 plus applicable taxes to the Company’s agent, Leede Jones Gable Inc. (“Leede”). In addition, in connection with the Offering, Leede and certain other selling group member firms were issued an aggregate of 360,000 non-transferable compensation warrants, each of which is exercisable into one Share at a price of $0.10 per Share for 60 months.
Following the closing of the Offering, the Company has 12,750,000 Shares issued and outstanding. The Shares were listed for trading on the TSXV effective at market open today and were subsequently halted pending closing of the Offering.
Trading in the Shares on the TSXV under the symbol “VVR” is expected to commence trading at the opening of the market on Tuesday, April 2, 2024.
Early Warning Disclosure
Prior to the Offering, Johnny Ciampi, with an address located at 330 – 609 Granville Street, Vancouver, B.C. V7Y 1A1, beneficially owned and controlled 1,250,000 Shares, acquired at a price of $0.05 per Share, representing approximately 15% of the then outstanding Shares on a nondiluted basis and 1,250,000 warrants, with each warrant entitling the holder to purchase one Share at an exercise price of $0.10 (the “Warrants”). Assuming exercise of the Warrants, Mr. Ciampi would have held approximately 26% of the then outstanding Shares. Mr. Ciampi acquired 437,500 Shares in the Offering at a price of $0.10 per Share. Accordingly, following closing of the Offering, Mr. Ciampi now owns and controls 1,687,500 Shares, representing approximately 13% of the current issued and outstanding Shares on a non-diluted basis and 1,250,000 Warrants. In the event the Warrants were exercised, Mr. Ciampi would hold 2,937,500 Shares or approximately 21% of then outstanding Shares, on a partially diluted basis.
The securities noted above were acquired by Johnny Ciampi for investment purposes and he may, in the future, acquire or dispose of securities of the Company through the market or otherwise, as circumstances or market conditions warrant.
To obtain a copy of the early warning report filed under applicable Canadian provincial securities legislation, please go to the Company's profile on SEDAR+ at www.sedarplus.ca or contact Joel Leonard at 604-838-3692.
The Company's head office is located at 503 – 905 West Pender Street, Vancouver, B.C. V6C 1L6
On behalf of the board of directors of the Company:
Joel Leonard
Chief Executive Officer
Telephone: 604-838-3692
Neither 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.
Disclaimer for Forward-Looking Statements
Certain statements in this news release constitute “forward-looking information” or “forward-looking statements” under applicable securities laws. Forward-looking statements reflect management’s current view of future events, expectations, plans and prospects with respect to the Company and include statements regarding the expected timing of commencement of trading on the TSXV and the Company’s expected use of proceeds of the Offering. These statements are based upon assumptions that are subject to significant risks and uncertainties, including matters may arise that delay the timing of commencement of trading. Because of these risks and uncertainties, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward looking statements. Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it can give no assurances that any will prove to be correct. The forward-looking statements in this release are made as of the date of this release. Except as required by applicable laws, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.