Torino Metals and Ocham’s Razor Capital Announce Brokered Financing and Proposed Business Combination

Not for distribution to United States newswire services or for dissemination in the United States.

/EIN News/ -- TORONTO, March 03, 2025 (GLOBE NEWSWIRE) -- Torino Metals (Canada) Corp. (“Torino Metals” or the “Company”) is pleased to announce that it signed a letter of intent with Ocham’s Razor Capital Ltd. (“Ocham”) on February 14, 2025, contemplating a business combination via a reverse-takeover (the “Transaction”) and subsequent listing on the TSX Venture Exchange (the “TSXV”).

In connection with the Transaction, Torino Metals is also pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. (“Canaccord Genuity”) acting as lead agent and sole bookrunner, on behalf of a syndicate of agents consisting of Ventum Financial Corp. and INFOR Financial Group Inc. on a commercially reasonable efforts agency basis in connection with a private placement of up to 20,000,000 units of the Company (the “Units”) at a price of C$0.40 per Unit for gross proceeds to the Company of up to C$8 million (the “Private Placement”).

Transaction Highlights

• Torino Metals is conducting a brokered private placement to raise up to C$8.0 million, with an over-allotment option that could increase the total proceeds to C$9.2 million.
• The proceeds from the Private Placement will be used for exploration, drilling activities, property payments, and general corporate expenses.
• Torino Metals and Ocham have entered into a letter of intent, contemplating a reverse takeover and subsequent listing of the resulting issuer’s (“Resulting Issuer”) common shares on the TSXV under the name “Torino Metals Corp.”
• Post-Transaction, Torino Metals shareholders will own approximately 92.3% of the Resulting Issuer, while the pre-Transaction Ocham shareholders will hold approximately 7.7% (before giving effect to the Private Placement).
• The board of the Resulting Issuer will be reconstituted with nominees from Torino Metals, subject to regulatory approval.
  

Private Placement

The Private Placement will consist of the issuance of up to 20,000,000 Units at a price of C$0.40 per Unit, with an over-allotment option of up to an additional 3,000,000 Units, exercisable in whole or in part for a period of 30 days after and including the Closing Date (as defined below) at the discretion of Canaccord Genuity, potentially increasing the total gross proceeds to up to C$9.2 million.

Each Unit will consist of one common share of Torino Metals (a “Unit Share”) and one-half of one common share purchase warrant, with each whole warrant (a “Warrant”) exercisable to acquire one common share of Torino Metals at a price of C$0.60 per share (a “Warrant Share”) for a period of 24 months following the listing of the Resulting Issuer’s common shares on the TSXV.

The net proceeds from the Private Placement will be used to fund exploration and drilling activities, property payments, and general corporate expenses.

The Private Placement is expected to close on or about March 31, 2025 (the “Closing Date”), or such other date to be mutually agreed upon between Torino Metals, Ocham and Canaccord Genuity, and is subject to customary closing conditions.

The Units will be offered on a private placement basis pursuant to exemptions from prospectus requirements under applicable securities laws, in all provinces of Canada, except Québec, as well as in the United States on a private placement basis pursuant to applicable exemptions under the United States Securities Act of 1933, as amended, and to persons resident outside of Canada and the United States as agreed between the Company and Canaccord Genuity. Upon issuance, the Unit Shares, Warrants and Warrant Shares will be subject to an indefinite hold period in accordance with applicable securities legislation. Upon completion of the Transaction, the securities of the Resulting Issuer issued in exchange for the Unit Shares, Warrants and Warrant Shares will not be subject to any statutory hold periods under applicable securities laws.

Business Combination Transaction

The Private Placement is being undertaken in anticipation of the proposed Transaction involving the business combination between Torino Metals and Ocham. The Transaction will result in a reverse takeover of Ocham by Torino Metals, and upon completion, the Resulting Issuer will apply to list its common shares on the TSXV under the name “Torino Metals Corp.”

Under the terms of the letter of intent dated February 14, 2025, the Transaction is anticipated to be structured as a statutory amalgamation or other mutually agreed-upon structure that will result in the shareholders of Torino Metals exchanging their common shares for common shares of the Resulting Issuer on a 1:1 basis. Following the completion of the Transaction, Torino Metals will become a wholly owned subsidiary of Ocham.

As part of the Transaction:

• Ocham will undertake a consolidation of its issued and outstanding common shares, resulting in 5,000,000 post-consolidation shares being outstanding immediately prior to closing.
• The existing shareholders of Torino Metals (exclusive of subscribers in the Private Placement) will receive 60,000,000 post-consolidation common shares of the Resulting Issuer in exchange for their Torino Metals shares, and subscribers in the Private Placement will exchange their securities of Torino Metals for equivalent securities of the Resulting Issuer on a 1:1 basis.
• The board of directors of the Resulting Issuer will be reconstituted to include nominees from Torino Metals, subject to applicable regulatory requirements.
• It is expected that following completion of the Transaction but prior to giving effect to the Private Placement, the pre-Transaction holders of Ocham shares will hold approximately 7.7% of the outstanding post-consolidation common shares, and the current shareholders of Torino Metals will hold approximately 92.3% (calculated before giving effect to the Private Placement).

Other Conditions to Transaction

Completion of the Transaction is subject to a number of conditions, including, but not limited to, TSXV acceptance and, if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed, or at all.

Other conditions to completion of the Transaction include, but are not limited to:

• Negotiation and execution of a definitive agreement in respect of the Transaction.
• Preparation and filing of a disclosure document outlining the definitive terms of the Transaction in accordance with the rules of the TSXV.
• Receipt of all requisite approvals from shareholders, regulatory authorities (including the TSXV) and third parties relating to the Transaction.
• No material adverse change prior to completion of the Transaction.
• The representations and warranties being true and correct in all material respects as of the closing of the Transaction.
• No legal proceeding, regulatory action, inquiry or investigation as at the closing of the Transaction which may have a material adverse effect.
• No prohibition at law against the Transaction.
• No material breach of the covenants contained in the Transaction documents.

Management and Board of the Resulting Issuer

Upon completion of the Transaction, the board of directors and executive team of the Resulting Issuer will be comprised primarily of nominees from Torino Metals. The final composition of the board and executive team will be announced in due course, subject to regulatory approval.

Further Information

Additional details regarding the Transaction and the Resulting Issuer will be provided in a comprehensive press release once the definitive agreement in connection with the Transaction has been signed. A disclosure document will also be prepared and filed in accordance with TSXV policies.

Cautionary Note Regarding Forward-Looking Information

This press release contains forward-looking statements regarding Torino Metals and Ocham, including but not limited to statements related to the Transaction, the Private Placement, the expected listing of the Resulting Issuer, and the use of proceeds. These statements involve known and unknown risks and uncertainties that could cause actual results to differ materially from those anticipated in such statements. There is no assurance that the Transaction will be completed as proposed or at all.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as defined in TSXV policies) accepts responsibility for the adequacy or accuracy of this release.

For further information, please contact:

Torino Metals (Canada) Corp.
Richard Murphy
President, CEO and Director
Email: rmurphy@vianet.ca

Ocham’s Razor Capital Ltd.
Robert D. B. Suttie
CEO
Email: rsuttie@marrellisupport.ca

CAUTION REGARDING FORWARD-LOOKING INFORMATION

This press release contains “forward-looking statements” and/or “forward-looking information” (collectively, “forward-looking statements”) within the meaning of applicable securities legislation. All statements, other than statements of historical fact, are forward-looking statements. The use of any of the words “anticipate”, “plan”, “aim”, “target”, “contemplate”, “continue”, “estimate”, “expect”, ‘intend”, “propose”, “might”, “may”, “will”, “shall”, “project”, “should”, “could”, “would”, “believe”, “predict”, “forecast”, “pursue”, “potential”, “possible”, “capable” and similar expressions are intended to identify “forward-looking statements. Forward-looking statements in this press release include, but are not limited to, expectations regarding the completion of the Transaction, receipt of all shareholder, third party and regulatory approvals and the completion of the Private Placement as currently proposed or at all.

These forward-looking statements are based on Torino Metals' and Ocham's current beliefs as well as assumptions made by and information currently available to it and involve inherent risks and uncertainties, both general and specific. Risks exist that forward-looking statements will not be achieved due to a number of factors including, but not limited to, the receipt of applicable regulatory, shareholder and third-party approvals, availability of financing, the impact of changes in the laws and regulations and the additional risks described in the public filings of Ocham and Torino Metals from time to time.

Although management considers the assumptions contained in forward-looking statements to be reasonable based on information currently available, those assumptions may prove to be incorrect. When making decisions with respect to Ocham and Torino Metals, investors and others should not place undue reliance on these statements and should carefully consider the foregoing factors and other uncertainties and potential events.

Neither Ocham nor Torino Metals undertakes any obligation to release publicly revisions to any forward-looking statement to reflect events or circumstances after the date of this release, or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. Investors should not assume that any lack of update to a previously issued forward-looking statement constitutes a reaffirmation of that statement. Continued reliance on forward-looking statements is at the investors’ own risk.