Attached files
Exhibit 99.1
TUNGSTEN CORP. COMPLETES FINANCING WITH MAGNA GROUP
NEW YORK, NY - (MARKETWIRED - FEBRUARY 21, 2014) - TUNGSTEN CORP. (OTCQB: TUNG)
("Tungsten" or the "Company"), an exploration stage company focused on the
evaluation, acquisition and development of domestic tungsten mining
opportunities, is pleased to announce the closing of a common stock purchase
agreement for a $3 million Equity Enhancement Program ("EEP") with a Magna Group
affiliate fund, Hanover Holdings I, LLC (the "Investor"). The EEP allows, but
does not obligate the Company to issue and sell up to $3,000,000 worth of the
Company's common stock to the Investor from time to time, over the 24-month term
of the purchase agreement.
The Company paid to the Investor a commitment fee for entering into the Purchase
Agreement equal to $150,000 in the form of 2,065,177 restricted shares of the
Company's common stock, calculated using a per share price of $0.072633,
representing the arithmetic average of the three lowest VWAPs during the
10-trading day period immediately preceding the Closing Date
In connection with the execution of the purchase agreement, the Company and the
Investor also entered into a registration rights agreement, whereby, the Company
has agreed to file an initial registration statement with the U.S. Securities &
Exchange Commission ("SEC") to register an agreed upon number of shares of
common stock, which shall not exceed 1/3 of the number of shares of the
Company's common stock held by non-affiliates of the Company, on or prior to
March 28, 2014 (the "Filing Deadline") and have it declared effective at the
earlier of (A) the 90th calendar day after the earlier of (1) the Filing
Deadline and (2) the date on which the initial registration statement is filed
with the SEC and (B) the fifth business day after the date the Company is
notified by the SEC that such Registration Statement will not be reviewed or
will not be subject to further review.
In addition, the Company is pleased to announce that the Company has completed a
$127,500 financing through a senior convertible note issued to the Investor, as
previously reported on January 2, 2014.
The note is convertible 90 days after issuance, at the Investor's option into
shares of the Company's common stock at a fixed conversion price of $0.0325. The
Company has agreed to file a registration statement with the SEC covering the
resale of the underlying shares of common stock that may be obtained by
conversion of the note. Funds obtained through this financing will be used by
the Company for general and administrative purposes, working capital, and to
continue exploration activities on our Nevada property.
The note has an eight-month term and was issued with an initial principal amount
of $127,500 for a purchase price of $85,000 (a 33.33% original issue discount).
Under terms of the note, the initial principal amount of $127,500 will be
reduced to the purchase price of $85,000 if the Company meets all of the filing
obligations as detailed in the Form 8-K filing. The note accrues at the rate of
12% per annum and includes customary event of default provisions.
The Company also agreed to pay an initial fee of $4,250 to Garden State
Securities upon execution of the convertible note transaction documents, an
additional fee of $4,250 from the proceeds of the first draw down from the EEP,
and an amount equal to 2.5% of the proceeds of each draw down from the EEP for
its services in acting as placement agent in connection with the transaction.
Company President and CEO, Mr. Guy Martin, stated, "This financing positions
Tungsten to execute on its current business objectives and expedite its value
creation plans. We intend to put the proceeds of this financing package to work
in a focused exploration and development program with the goal of validating our
in situ reserves. We look forward to continuing our financial partnership with
the Magna Group."
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy securities. The securities to be offered and sold in the EEP
have not been registered under the Securities Act of 1933, as amended (the
"Securities Act") or any state securities laws, and may not be offered or sold
in the United States absent registration, or an applicable exemption from
registration, under the Securities Act and applicable state securities laws.
ABOUT TUNGSTEN CORP. (OTCQB: TUNG)
Tungsten Corp. is a publicly traded exploration stage resource company focused
on the exploration and development of tungsten deposits within the United
States. Significant upturns in the value of tungsten over the past decade
combined with increasingly restrictive practices from overseas producers have
created an opportunity for renewed interest in domestic production for the first
time in over 50 years. The Company aims to position itself as a leader in the
proliferation of this emerging sector through the application of geological,
geophysical and engineering expertise combined with skilled leadership in the
areas of prudent financial and business development. For more information visit:
www.tungsten-corp.com.
ABOUT MAGNA GROUP
Magna Group is a cutting edge global investment firm that makes innovative
investments and forges lasting partnerships amidst a constant drive to identify
the most exciting opportunities, worldwide. Founded in 2009 by Joshua Sason, the
firm was established to identify and creatively invest in structured
opportunities in micro and small-cap public companies. Magna Group quickly built
a stellar reputation in the marketplace and amongst portfolio companies for its
focus on building relationships and transacting ethically. Today, Magna Group is
widely recognized as a global leader in small and lower-middle market structured
finance and continues to expand and broaden its strategic focus. In addition to
its core activities in structured finance, the firm either solely owns or is a
partner in private equity and venture entities that invest and operate in
Entertainment, Legal Finance, Aviation and Hospitality. Please visit
www.magnagroupcapital.com for more information.
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This news release contains "forward-looking statements" as that term is defined
in Section 27A of the Securities Act and Section 21E of the Securities Exchange
Act of 1934, as amended. Statements in this press release which are not purely
historical are forward-looking statements and include any statements regarding
beliefs, plans, expectations or intentions regarding the future. Such
forward-looking statements include, among other things, use of proceeds and the
development, costs and results of current or future actions and opportunities in
the sector. Actual results could differ from those projected in any
forward-looking statements due to numerous factors. Such factors include, among
others, the inherent uncertainties associated with new projects and development
stage companies, our ability to raise the additional funding we will need to
continue to pursue our exploration and development program, and our ability to
retain important members of our management team and attract other qualified
personnel. These forward-looking statements are made as of the date of this news
release, and we assume no obligation to update the forward-looking statements,
or to update the reasons why actual results could differ from those projected in
the forward-looking statements. Although we believe that any beliefs, plans,
expectations and intentions contained in this press release are reasonable,
there can be no assurance that any such beliefs, plans, expectations or
intentions will prove to be accurate. Investors should consult all of the
information set forth herein and should also refer to the risk factors
disclosure outlined in our annual report on Form 10-K for the most recent fiscal
year, our quarterly reports on Form 10-Q and other periodic reports filed from
time-to-time with the Securities and Exchange Commission.
CONTACT:
TUNG Investor Relations
Phone: +1-877-427-1110
Email: investors@tungsten-corp.com
Website: www.tungsten-corp.co
