|February 01, 2018|
Focus Announces Proposed Private Placement
|February 1, 2018; Vancouver, Canada: Focus Ventures Ltd. (TSXV:FCV) announces that it proposes to complete, subject to approval by the TSX Venture Exchange, a non-brokered private placement (the "Offering") of a maximum of 80 million units at $0.025 per unit, for proceeds of $2.0 million. Each unit ("Unit") will consist of one common share and one warrant, each warrant entitling the holder to purchase one additional common share of the Company at $0.05 for five years from closing. The Offering is not subject to a minimum aggregate subscription, but each subscription must be at least $1,000. The Company may pay finder's fees with respect to any portion of the Offering.|
In addition to other prospectus exemptions commonly relied on in private placements, existing shareholders of the Company may participate in the Offering in accordance with BC Instrument 45-534, Exemption from prospectus requirement for certain trades to existing security holders, and similar instruments in other participating jurisdictions in Canada (the "Existing Shareholder Exemption").
The Company has set January 31, 2018 as the record date for the purpose of determining existing shareholders entitled to purchase Units pursuant to the Existing Shareholder Exemption. Subscribers subscribing for Units under the Existing Shareholder Exemption will need to represent in writing that they meet certain requirements of the Existing Shareholder Exemption, including that they were, on the record date, a shareholder of the Company (and will continue to be a shareholder at closing). The aggregate acquisition cost to a subscriber under the Existing Shareholder Exemption cannot exceed $15,000 unless that subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment.
The Offering will remain open until 4:30 pm (PST) on February 22, 2018, subject to earlier cut-off if the Offering is over-subscribed. Subscriptions will be accepted by the Company on a 'first-come, first-served' basis. Therefore, if the Offering is over-subscribed, it is possible that a shareholder's subscription may not be accepted by the Company even though it is received during the Offering period.
Existing shareholders who are interested in participating in the Offering may contact their investment advisor, or contact the Company directly at 200 Burrard Street, Suite 650, Vancouver, BC V6C 3L6, or email: firstname.lastname@example.org, or contact Gordon Tainton, President, at (tel) 604-248-8380, or Sally Whittall, Corporate Secretary, at (tel) 604-688-5288.
The proceeds of the Offering are intended to be spent on development, permitting and marketing of the Bayovar 12 Project, and general working capital purposes. Assuming the entire $2,000,000 Offering is completed, the estimated use of the proceeds is as follows: Bayovar 12 Project ($1,290,000, including $140,000 for the President's salary); loan payments ($525,000); and corporate expenses ($185,000, including $49,000 for the CEO's salary). Although the Company intends to use the proceeds of the Offering as described above, the actual allocation of net proceeds may vary from the uses set forth above, depending on future operations or unforeseen events or opportunities. If the Offering is not fully subscribed, the Company will apply the proceeds of the Offering to the above uses in priority and in such proportions as management of the Company determines is in the best interests of the Company
The securities referred to in this news release have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements of such Act. This news release shall not constitute an offer to sell, nor the solicitation of an offer to buy, any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
Focus is developing the Bayovar 12 phosphate deposit located 40 km from the coast in the Sechura District of northern Peru. Bayovar 12 hosts a large resource of highly-reactive sedimentary phosphate rock - a key raw material input for phosphate fertilizers and vital to world food production. Reactive phosphate rock from Sechura is a natural, slow-release source of phosphorus that can be applied directly to crops. One of Focus's objectives is to supply direct application phosphate rock to the agricultural regions of Central and South America and Southeast Asia.
For further information, please visit our web site www.focusventuresltd.com.
ON BEHALF OF THE BOARD
Simon Ridgway, Chief Executive Officer
Shares Issued: 234.4-million
For further information, contact:
Gordon Tainton, President
Tel: 604-248-8380; Fax: 604-682-1514
Neither the TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.
Certain statements contained in this news release constitute forward-looking statements within the meaning of Canadian securities legislation. All statements included herein, other than statements of historical fact, are forward-looking statements and include, without limitation, statements about the Company's plans to complete the private placement, and how the financing proceeds will be allocated. Often, but not always, these forward looking statements can be identified by the use of words such as "estimate", "estimates", "estimated", "potential", "open", "future", "assumed", "projected", "used", "detailed", "has been", "gain", "upgraded", "offset", "limited", "contained", "reflecting", "containing", "remaining", "to be", "periodically", or statements that events, "could" or "should" occur or be achieved and similar expressions, including negative variations.
Forward-looking Statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any results, performance or achievements expressed or implied by forward-looking statements. Such uncertainties and factors relate to, among other things, information regarding completing the private placement on the terms stated; the expenditure of the financing proceeds as planned; changes in general economic conditions and financial markets; the Company or any joint venture partner not having the financial ability to meet its exploration and development goals; risks associated with the results of exploration and development activities, estimation of mineral resources and the geology, grade and continuity of mineral deposits; unanticipated costs and expenses; and such other risks detailed from time to time in the Company's quarterly and annual filings with securities regulators and available under the Company's profile on SEDAR at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended.
Forward-looking statements contained herein are based on the assumptions, beliefs, expectations and opinions of management, including but not limited to: that the Company will obtain all necessary approvals to, and will, complete the private placement on the terms stated; that the Company will spend the financing proceeds as anticipated; that there will be no material adverse change affecting the Company or its properties; and such other assumptions as set out herein. Forward-looking statements are made as of the date hereof and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by law. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, investors should not place undue reliance on forward-looking statements.
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