CEOdigest

Tag: Proceeds

  • Mayfair Gold Announces Closing of Private Placement Financings for Gross Proceeds of $12 Million

    Mayfair Gold Announces Closing of Private Placement Financings for Gross Proceeds of $12 Million

    2023-11-03 13:50:50

    VANCOUVER, British Columbia, Nov. 03, 2023 (GLOBE NEWSWIRE) — Mayfair Gold Corp. (“Mayfair” or the “Company”) (TSX-V: MFG; OTCQB: MFGCF) today announced the closing of its previously announced private placement of flow-through and non-flow-through common shares (the “Offering”) for aggregate gross proceeds of $12,047,000.

    The Company issued 2,040,000 common shares on a charity flow-through basis (the “FT Shares”) at a price per FT Share of $2.94, and 2,881,000 non-flow-through common shares (the “Shares”) at a price of per common share of $2.10. The Offering price per FT Share represents a premium of 38% over the closing price of Mayfair Gold common shares on the TSX.V on October 10, 2023.

    The FT Shares and Shares issued under the Offering are subject to a four month hold period expiring on March 3, 2024. Finder’s fees were paid on a portion of the Offering.

    All proceeds from the sale of FT Shares will be used for expenditures that qualify as Canadian Exploration Expenses (CEE) within the meaning of the Income Tax Act (Canada). The Company will renounce such CEE expenditures with an effective date of no later than December 31, 2023.

    The net proceeds of the Shares issued under the Offering will be used to further Mayfair’s successful exploration program, and engineering and metallurgical studies at the Fenn-Gib gold project in the Timmins region of Ontario. A portion of the net proceeds will be reserved for working capital.

    An investment fund was issued 2,286,000 Shares under the Offering. The fund owns shares of the Company constituting in aggregate more than 10% of the Company’s issued and outstanding capital. Accordingly, the fund’s subscription constituted a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Shareholders in Special Transactions (“MI 61-101”).

    The issuance of the Shares to the related party was exempt from the valuation requirement of MI 61-101 under the exemption in section 5.5(b) of MI 61-101 in that the Company’s shares are not listed on a specified market, and was also exempt from the minority shareholder approval requirements of MI 61-101 under the exemption in section 5.7(a) of MI 61-101 in that the fair market value of the consideration for the securities issued to the related parties did not exceed 25% of the Company market capitalization.

    None of the securities sold under the Offering will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell nor 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 Mayfair

    Mayfair Gold is a Canadian mineral exploration company focused on advancing the 100% controlled Fenn-Gib gold project in the Timmins region of Northern Ontario. The Fenn-Gib gold deposit is Mayfair’s flagship asset and currently hosts an updated NI 43-101 resource estimate with an effective date of April 6, 2023 with a total Indicated Resource of 113.69M tonnes containing 3.38M ounces at a grade of 0.93 g/t Au and an Inferred Resource of 5.72M tonnes containing 0.16M ounces at a grade of 0.85 g/t Au at a 0.40 g/t Au cut-off grade (Source: Tim Maunula, P. Geo., of T. Maunula & Associates Consulting Inc., who is deemed a qualified person as defined by NI 43-101). The Fenn-Gib deposit has a strike length of over 1.5km with widths ranging over 500m. The gold mineralized zones remain open at depth and along strike to the east and west. Recently completed metallurgical tests confirm that the Fenn-Gib deposit can deliver robust gold recoveries of up to 94%.

    For further information contact:

    Patrick Evans, President and CEO
    Phone: (480) 747-3032
    Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
    Web: www.mayfairgold.ca

    Forward Looking Statements

    This news release contains forward-looking statements and forward-looking information within the meaning of Canadian securities legislation (collectively, “forward-looking statements“) that relate to Mayfair’s current expectations and views of future events. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as “will likely result”, “are expected to”, “expects”, “will continue”, “is anticipated”, “anticipates”, “believes”, “estimated”, “intends”, “plans”, “forecast”, “projection”, “strategy”, “objective” and “outlook”) are not historical facts and may be forward-looking statements and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. These statements speak only as of the date of this news release.

    Forward-looking statements are based on a number of assumptions and are subject to a number of risks and uncertainties, many of which are beyond Mayfair’s control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward- looking statements. Such risks and uncertainties include, but are not limited to, the impact and progression of the COVID-19 pandemic and other factors. Mayfair undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. New factors emerge from time to time, and it is not possible for Mayfair to predict all of them, or assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement.

    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 news release.

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  • Commerce Resources Announces Closing of Over-Subscribed Private Placement of Units to Raise Gross Proceeds of $5,453,980

    Commerce Resources Announces Closing of Over-Subscribed Private Placement of Units to Raise Gross Proceeds of $5,453,980

    2023-10-30 13:11:37

    VANCOUVER, BC / ACCESSWIRE / October 30, 2023 / Commerce Resources Corp. (TSXV:CCE) (FSE:D7H0) (the “Company” or “Commerce“) is pleased to announce that it has closed its previously announced non-brokered private placement (the “Offering“), as described in its news release dated September 18, 2023. The Offering was over-subscribed, and the Company has received subscription agreements and subscription funds from subscribers to acquire 68,174,150 Units at a price of $0.08 per Unit for gross proceeds of $5,453,980. Each Unit consists of one common share in the capital of the Company (each, a “Share“) and one common share purchase warrant (each, a “Warrant“). Each Warrant entitles the holder to acquire one additional Share (each, a “Warrant Share“) at a price of $0.12 per Warrant Share for a period of three (3) years from the closing date. The Company paid cash finder’s fees as follows: $3,448 to Canaccord Genuity Corp.

    (“Canaccord“), $4,396 to PI Financial Corp. (“PI“), $132,000 to Churchill SIG Pty Ltd. (“Churchill“), $6,160 to EDE Asset Management Inc. (“EDE“), $2,800 to Glores Securities Inc. (“Glores“) and $840 to Haywood Securities Inc. (“Haywood, and together with Canaccord, PI, Churchill, EDE and Glores, the “Finders“). In addition, the Company issued 5,600 finder’s warrants to Canaccord, 54,950 finder’s warrants to PI, 4,950,000 finder’s warrants to Churchill, 6,160 finder’s warrant to EDE, 35,000 finder’s warrants to Glores and 10,500 finder’s warrants to Haywood. The finder’s warrants issued to Churchill entitle the holder to acquire one common share per finder’s warrant at a price of $0.08 per share for a period of two years from the date of issuance. The finder’s warrants issued to Canaccord, PI, Glores, EDE and Haywood entitle the holder to acquire one common share per finder’s warrant at a price of $0.12 per share for a period of 36 months from the date of issuance.

    The Units, Warrants, Shares and Warrant Shares, and the finder’s warrants issued to the Finders and any common shares issued upon the exercise thereof, will be subject to a statutory hold period expiring four months and one day after closing of the Offering. In addition, and pursuant to the terms of the subscription agreements entered into between the Company and the subscribers who participated in the Offering, the Shares issued to any such subscriber as part of the Units, and any Warrant Shares that may be issuable to such subscriber upon exercise of the Warrants, are subject to a voluntary hold period of 12 months from the date of issuance.

    The net proceeds from the sale of the Offering will be used for continued work on a new mineral resource estimate, an updated Preliminary Economic Assessment, to seek a listing on the Australian Stock Exchange and for general working capital purposes.

    An insider of the Company subscribed for a total of 3,000,000 Units under the Offering. The acquisition by the insider constitutes a “related party transaction” as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“), which requires that the Company obtain a formal valuation for, and minority shareholder approval of, the related party transaction, unless exempt therefrom. The Company intends to rely on the exemptions set out in subsections 5.5(a) and 5.7(1)(a) of MI 61-101 from the formal valuation and minority shareholder approval requirements as the fair market value of the consideration for the Shares issued to “related parties” is not more than 25% of the Company’s market capitalization.

    None of the securities sold in connection with the Offering will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news 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 Commerce Resources Corp.

    Commerce Resources Corp. is a junior mineral resource company focused on the development of the Ashram Rare Earth and Fluorspar Deposit located in Quebec, Canada. The Company is positioning to be one of the lowest cost rare earth producers globally, with a specific focus on being a long-term supplier of mixed rare earth carbonate and/or NdPr oxide to the global market. The Ashram Deposit is characterized by simple rare earth (monazite, bastnaesite, xenotime) and gangue (carbonates) mineralogy, a large tonnage resource at favourable grade, and has demonstrated the production of high-grade (>45% REO) mineral concentrates at high recovery (>70%) in line with active global producers. In addition to being one of the largest rare earth deposits globally, Ashram is also one of the largest fluorspar deposits globally and has the potential to be a long-term supplier to the met-spar and acid-spar markets.

    For more information, please visit the corporate website at www.commerceresources.com or email This email address is being protected from spambots. You need JavaScript enabled to view it..

    On Behalf of the Board of Directors
    COMMERCE RESOURCES CORP.

    “Chris Grove”

    Chris Grove
    CEO, President and Director
    Tel: 604.484.2700
    Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
    Web: http://www.commerceresources.com

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

    Cautionary Statement Regarding Forward-Looking Statements

    This news release includes certain “forward-looking statements” under applicable Canadian securities legislation that are not historical facts. Forward-looking statements involve risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release include, but are not limited to, statements with respect to the expectations of management regarding the use of proceeds of the Offering, the expiry of hold periods for securities distributed pursuant to the Offering, that Exchange approval is required for the proposed Offering, that the Company will complete an updated preliminary economic assessment; that the Company will obtain a listing on an Australian stock exchange; that the Ashram deposit has the potential to become one of the largest fluorspar deposits and a long-term supplier to the met-spar and acid-spar markets; that the Company is positioning to be a long-term supplier of mixed rare earth carbonate and /or NdPr oxide to the global market; and that the Company is positioning to be one of the lowest cost rare earth element producers globally. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements including that: the proceeds of the Offering may not be used as stated in this news release and those additional risks set out in the Company’s public documents filed on SEDAR at www.sedar.com. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

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  • Eagle Bay Resources Announces Private Placement to Raise Gross Proceeds of up to $750,000

    Eagle Bay Resources Announces Private Placement to Raise Gross Proceeds of up to $750,000

    2023-10-24 14:28:31

    VANCOUVER, BC / ACCESSWIRE / October 24, 2023 / Eagle Bay Resources Corp. (CSE:EBR) (“Eagle Bay” or the “Company“) is pleased to announce that it intends to undertake a non-brokered private placement consisting of the issuance of up to 10,000,000 units (each, a “Unit“) at a price of $0.075 per Unit to raise aggregate gross proceeds of up to $750,000 (the “Offering“). Each Unit will consist of one common share of the Company (each, a “Share“) and one common share purchase warrant (each, a “Warrant“), with each Warrant entitling the holder to purchase one Share at a price of $0.10 per Share for a period of two (2) years from closing of the Offering (the “Closing“).

    The Company anticipates that a majority of the net proceeds of the Offering will be used for property exploration and any remaining funds will be allocated to general working capital.

    All securities issued pursuant to the Offering will be subject to a hold period of four (4) months and a day from the Closing in accordance with securities laws. Any participation by insiders in the Offering will constitute a related party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“) but is expected to be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101. The Closing remains subject to several conditions including receipt of subscriptions and regulatory approval, if required.

    The securities offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered, sold or delivered, directly or indirectly, in the Unites States, its possessions and other areas subject to its jurisdiction or to, or for the account or for the benefit of a U.S. person, unless an exemption from registration is available. This news release is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction.

    About Eagle Bay Resources Corp.

    Eagle Bay Resources Corp. is a Canadian exploration company specializing in the acquisition and development of high potential rare earth elements (REE’s) and niobium properties. Eagle Bay Resources is publicly listed on the Canadian Stock Exchange (“CSE“) under trading symbol “EBR”.

    On Behalf of the Board of Directors

    EAGLE BAY RESOURCES CORP.

    Sean Charland

    Chief Executive Officer
    Tel: 604.681.1568
    Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

    Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

    CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION:

    This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Forward-looking statements in this news release include statements with respect to the expectations of management regarding the use of proceeds of the Offering, closing conditions for the Offering, the expiry of hold periods for securities distributed pursuant to the Offering and that exemptions from the requirements of MI 61-101 will be available to the Company. Forward-looking statements are subject to various known and unknown risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements, including risks related to factors beyond the control of the Company, including, but not limited to: changes in general economic conditions or conditions in the financial and capital markets; uncertainties related to the availability and costs of financing needed in the future; business and economic conditions in the mineral exploration industry generally; the supply and demand for labour and other project inputs; changes in commodity prices; changes in interest and currency exchange rates; risks related to inaccurate geological and engineering assumptions; risks relating to unanticipated operational difficulties (including failure of equipment or processes to operate in accordance with the specifications or expectations, unavailability of materials and equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job action and unanticipated events related to health, safety and environmental matters); risks related to adverse weather conditions and geopolitical risk and social unrest. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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  • CORRECTION: Atomic Minerals Proceeds to Consolidation

    CORRECTION: Atomic Minerals Proceeds to Consolidation

    2023-10-16 13:08:04

    • This release corrects and replaces the previous release disseminated October 16, 2023 at 12:00 pm ET.
    • The previous release contained incorrect information in the second paragraph. Please see the corrected release below.

    VANCOUVER, BC / ACCESSWIRE / October 16, 2023 / Atomic Minerals Corporation (“ATOMIC MINERALS” or the “Company”) (TSXV:ATOM) announces that further to its news release on October 11, 2023, the Company will proceed to consolidate its common shares on the basis of one (1) post-consolidation common share for every five (5) pre-consolidation common shares (the “Consolidation”). The Company will not be changing its name or trading symbol.

    The Company’s new ISIN and CUSIP will be CA04965P2089 and 04965P208 respectively. The Effective date for the consolidation will be October 18, 2023 subject to TSX Venture Exchange (“TSXV”) approval.

    Currently there are 68,274,598 common shares issued and outstanding and after the Consolidation there will be approximately 13,654,920 common shares issued and outstanding. No fractional Shares will be issued as a result of the Consolidation. Instead, any fractional share interest of 0.5 or higher arising from the Consolidation will be rounded up to one whole Share, and any fractional share interest of less than 0.5 will be cancelled.

    The Board has concluded that the Consolidation will position the Company with increased flexibility to seek additional capital given the current market conditions and would be in the best interests of the shareholders as it could lead to increased interest by a wider audience of potential investors and could better position the Company to obtain financing and pursue acquisition opportunities. In accordance with the Articles of the Company, the Consolidation may be approved by the board of directors of the Company and shareholder approval is not required.

    Registered shareholders of the Company will receive a letter of transmittal from the Company’s transfer agent with instructions for exchanging their pre-Consolidation Shares. Shareholders who hold their Shares through a broker or other intermediary will not need to complete a letter of transmittal.

    The Company will also proceed with a proposed Private Placement (the “Offering“) with the sale of units (the “Units”) at a price to be determined on a post-consolidated basis. The closing of the Offering is subject to receipt of all necessary regulatory approvals including the TSXV. Finder’s fees may be payable in accordance with the policies of the TSXV.

    About the Company

    Atomic Minerals Corp. is a publicly listed exploration company on the TSX Venture Exchange, trading under the symbol ATOM. Led by a highly skilled management and technical team with a proven track record in the junior mining sector. Our objective at Atomic Minerals is to identify exploration opportunities in regions that have been previously overlooked but are geologically similar to those with previous uranium discoveries. These underexplored areas hold immense potential and are in stable geopolitical and economic environments.

    Currently, our property portfolio contains Uranium projects with significant technical merit in two locations known for hosting Uranium production in the past. we have three on the Colorado Plateau, within the continental United States. The plateau has previously produced 597 million pounds of U3O8 The other three are in the prolific Athabasca region in Saskatchewan, Canada.

    For additional information, please visit the Company’s website at www.atomicminerals.ca

    ON BEHALF OF THE BOARD OF DIRECTORS

    “Clive Massey”
    Clive H. Massey
    President & CEO

    For further information, please contact:

    Dave Langlais
    (778) 316-5105

    Neither TSX Venture Exchange nor their 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.

    Forward-Looking Statements

    This news release contains certain statements that may be deemed “forward-looking” statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although Atomic Minerals Corporation believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of Atomic Minerals Corporation management on the date the statements are made. Except as required by law, Atomic Minerals Corporation undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.

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  • Atomic Minerals Proceeds to Consolidation

    Atomic Minerals Proceeds to Consolidation

    2023-10-16 09:02:36

    VANCOUVER, BC / ACCESSWIRE / October 16, 2023 / Atomic Minerals Corporation (“ATOMIC MINERALS” or the “Company”) (TSX Venture:ATOM) announces that further to its news release on October 11, 2023, the Company will proceed to consolidate its common shares on the basis of one (1) post-consolidation common share for every five (5) pre-consolidation common shares (the “Consolidation”). The Company will not be changing its name or trading symbol.

    The Company’s new ISIN and CUSIP will be CA04965P2089 and 04965P208 respectively. The Record date for the consolidation will be October 17, 2023 and the Effective date will be October 18, 2023 subject to TSX Venture Exchange (“TSXV”) approval.

    Currently there are 68,274,598 common shares issued and outstanding and after the Consolidation there will be approximately 13,654,920 common shares issued and outstanding. No fractional Shares will be issued as a result of the Consolidation. Instead, any fractional share interest of 0.5 or higher arising from the Consolidation will be rounded up to one whole Share, and any fractional share interest of less than 0.5 will be cancelled.

    The Board has concluded that the Consolidation will position the Company with increased flexibility to seek additional capital given the current market conditions and would be in the best interests of the shareholders as it could lead to increased interest by a wider audience of potential investors and could better position the Company to obtain financing and pursue acquisition opportunities. In accordance with the Articles of the Company, the Consolidation may be approved by the board of directors of the Company and shareholder approval is not required.

    Registered shareholders of the Company will receive a letter of transmittal from the Company’s transfer agent with instructions for exchanging their pre-Consolidation Shares. Shareholders who hold their Shares through a broker or other intermediary will not need to complete a letter of transmittal.

    The Company will also proceed with a proposed Private Placement (the “Offering“) with the sale of units (the “Units”) at a price to be determined on a post-consolidated basis. The closing of the Offering is subject to receipt of all necessary regulatory approvals including the TSXV. Finder’s fees may be payable in accordance with the policies of the TSXV.

    About the Company

    Atomic Minerals Corp. is a publicly listed exploration company on the TSX Venture Exchange, trading under the symbol ATOM. Led by a highly skilled management and technical team with a proven track record in the junior mining sector. Our objective at Atomic Minerals is to identify exploration opportunities in regions that have been previously overlooked but are geologically similar to those with previous uranium discoveries. These underexplored areas hold immense potential and are in stable geopolitical and economic environments.

    Currently, our property portfolio contains Uranium projects with significant technical merit in two locations known for hosting Uranium production in the past. we have three on the Colorado Plateau, within the continental United States. The plateau has previously produced 597 million pounds of U3O8 The other three are in the prolific Athabasca region in Saskatchewan, Canada.

    For additional information, please visit the Company’s website at www.atomicminerals.ca

    ON BEHALF OF THE BOARD OF DIRECTORS

    “Clive Massey”
    Clive H. Massey
    President & CEO

    For further information, please contact:

    Dave Langlais
    (778) 316-5105

    Neither TSX Venture Exchange nor their 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.

    Forward-Looking Statements:

    This news release contains certain statements that may be deemed “forward-looking” statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although Atomic Minerals Corporation believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of Atomic Minerals Corporation management on the date the statements are made. Except as required by law, Atomic Minerals Corporation undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.

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  • Rackla Metals Announces Closing of Private Placement for Gross Proceeds of C$2.8 Million

    Rackla Metals Announces Closing of Private Placement for Gross Proceeds of C$2.8 Million

    2023-09-19 09:42:28

    Vancouver, British Columbia – TheNewswire – September 19, 2023 – Rackla Metals Inc. (TSXV:RAK) (“Rackla” or the “Company”) is pleased to announce the closing of its previously announced private placement financing for aggregate gross proceeds of C$2,786,475 (the “Offering”). Under the Offering, the Company sold 5,769,000 flow-through units of the Company (each, a “Flow-Through Unit”) and 4,800,000 non-flow-through units of the Company (each, a “Hard Unit”, and together with the Flow-Through Units, the “Offered Securities”).

    Each Flow-Through Unit consists of one common share of the Company (each, a “Common Share”) that will qualify as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada) and one Common Share purchase warrant of the Company (each, a “Warrant”). Each Hard Unit consists of one Common Share and one Warrant. Each Warrant will entitle the holder to acquire one additional Common Share (each, a “Warrant Share”) at a price of C$0.40 per Warrant Share at any time on or before September 19, 2025.

    3L Capital Inc. and Canaccord Genuity Corp acted as co-lead agents and co-bookrunners (together, the “Agents”). As consideration for acting as Agents, the Company paid to the Agents a cash fee of C$122,628.50 (the “Agents’ Fee”) equal to 6.0% (or 2.0% for those subscribers listed on the “president’s list” (the “President’s List Subscribers”)) of the gross proceeds received by the Company from the sale of the Offered Securities. In addition to the Agents’ Fee, the Company also granted to the Agents 456,140 compensation options (each, a “Compensation Option”), entitling the Agents to subscribe for that number of Hard Units (each, a “Compensation Hard Unit”) equal to 6.0% (or 2.0% in the case of sales to President’s List Subscribers) of the aggregate number of Offered Securities sold under the Offering, with each Compensation Hard Unit consisting of one Common Share (each, a “Compensation Share”) and one Warrant. Subject to regulatory approval, each Compensation Option will be exercisable to acquire one Compensation Hard Unit of the Company at a price of C$0.25 at any time on or before September 19, 2025. Notwithstanding the foregoing, no Agents’ Fee was paid or Compensation Options were issued to the Agents in respect of a C$230,000 subscription for Offered Securities from one of the President’s List Subscribers.

    The gross proceeds received by the Company from the sale of the Flow-Through Units will be used to incur eligible “Canadian exploration expenses” (“CEE”) that qualify as Canadian exploration expenses and “flow-through mining expenditures” for purposes of the Income Tax Act (Canada) (the “Qualifying Expenditures”) on or before December 31, 2024 (or such other period as may be permissible under applicable tax legislation) and which will be renounced in favour of the purchasers of Flow-Through Units with an effective date of no later than December 31, 2023, in the aggregate amount of not less than the total amount of gross proceeds raised from the issue of Flow-Through Units.

    It is expected that the net proceeds of the Offering will be used for further exploration and development of the Company’s Astro Plutonic Complex properties (including the Astro, Hit and SER projects) and for working capital and general corporate purposes.

    The Offering remains subject to the final approval of the TSX Venture Exchange. The Offered Securities will be subject to a statutory hold period of four months and one day from closing of the Offering in accordance with applicable securities laws.

    The Offered Securities were sold to purchasers: (i) in British Columbia and Ontario pursuant to applicable private placement exemptions; (ii) in the United States or that are U.S. persons on a private placement basis pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and applicable state securities laws; and (iii) in certain offshore jurisdictions on a private placement basis.

    This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Offered Securities in the United States or the U.S. persons. The Offered Securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

    About Rackla

    Rackla Metals Inc. (TSXV: RAK) is a Vancouver, Canada based junior gold exploration company. The Company is targeting RiRGS (Reduced-intrusion Related Gold System) mineralization on the southeastern part of the Tombstone Gold Belt in eastern Yukon and western Northwest Territories. Management believes that this area, which is underexplored for RiRGS deposit types, has the potential to be the next frontier for their discovery.

    ON BEHALF OF THE BOARD               

    Simon Ridgway,

    CEO and Director

    Tel: (604) 801-5432; Fax: (604) 662-8829

    Email: This email address is being protected from spambots. You need JavaScript enabled to view it. 
    Website: www.racklametals.com 

    Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this press release.

    Forward Looking Information

    Certain statements contained in this press release constitute forward-looking statements within the meaning of applicable Canadian securities legislation. All statements included herein, other than statements of historical fact, are forward-looking statements and include, without limitation, statements about the Offering; the receipt of regulatory and other approvals for the Offering; the use of proceeds from the Offering; the ability of the Company to incur CEE with the proceeds of the sale of the Flow-Through Units, the Company’s continued exploration and development of its mineral properties and the timing to renounce all Qualifying Expenditures in favour of the subscribers of Flow-Through Units; and general business and economic conditions. Forward-looking statements or forward-looking information relate to future events and future performance and include statements regarding the expectations and beliefs of management based on information currently available to the Company. 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 include, among others, 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.sedarplus.ca. 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’s stated goals and planned exploration activities at its properties will be achieved; that there will be no material adverse change affecting the Company, its properties or its securities; 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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  • Commerce Resources Corp. Announces Private Placement to Raise Gross Proceeds of up to $4,800,000

    Commerce Resources Corp. Announces Private Placement to Raise Gross Proceeds of up to $4,800,000

    2023-09-18 00:10:18

    NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

    VANCOUVER, BC / ACCESSWIRE / September 18, 2023 / Commerce Resources Corp. (TSXV:CCE)(FSE:D7H0) (the “Company” or “Commerce“) is pleased to announce a non-brokered private placement offering consisting of the issuance of up to 60,000,000 units (each, a “Unit“) at a price of $0.08 per Unit for gross proceeds of up to $4,800,000 (the “Offering“). Each Unit will consist of one common share of the Company (each, a “Share“) and one common share purchase warrant (each, a “Warrant“), with each Warrant entitling the holder to purchase one Share at a price of $0.12 per Share for a period of three (3) years from closing of the Offering (the “Closing“).

    The Company also announces that it has entered into a binding engagement agreement (“Term Sheet“) with Churchill SIG Pty Ltd. (“Churchill“), whereby Churchill will act as exclusive lead manager, for a term of up to three (3) months, to introduce (the “Services“) potential qualified subscribers to the Company in connection with a portion of the Offering (the “Churchill Portion“). Churchill will not provide the Services in Canada or for the benefit of Canadian residents, and any potential subscribers introduced by Churchill will not be residents of Canada.

    As consideration for the Services, and upon completion of the Offering, the Company has agreed to pay Churchill a cash fee (the “Cash Fee“) equal to 5% of the amount raised under the Offering from persons introduced by Churchill, and to issue such number of non-transferable share purchase warrants (the “Finder’s Warrants“) that equals 15% of the total number of Units issued to persons introduced by Churchill under the Offering. Each Finder’s Warrant will entitle the holder to acquire one additional common share (a “Finder’s Warrant Share“) in the capital of the Company at a price of $0.08 per Finder’s Warrant Share for a period of two (2) years from the date of issuance of the Finder’s Warrants. The Company has also agreed to pay for Churchill’s reasonable fees and expenses in connection with the Services, up to $10,000. Churchill shall have a right of first refusal to act as lead manager in connection with any other equity offerings undertaken by the Company within a 12-month period following completion of the Offering. The Units, Shares, Warrants, Warrant Shares, Finder’s Warrants and Finder’s Warrant Shares are collectively referred to herein as the “Securities“.

    Subject to completion of the Offering, and continuing until the date that is one (1) year after completion of the Offering, Churchill shall have the right to nominate up to two (2) persons to the board of directors of the Company.

    The Offering will be conducted pursuant to one or more prospectus exemptions available to the Company, including, without limitation, the “accredited investor” exemption set out in Section 2.3 of National Instrument 45-106 – Prospectus Exemptions and the prospectus exemption set out in BC Instrument 72-503 – Distribution of Securities Outside British Columbia.

    In addition to the fee payable to Churchill in connection with the Churchill Portion of the Offering, the Company may pay finders’ fees consisting of cash, securities or a combination thereof to other parties in connection with the portion of the Offering that is not the Churchill Portion, all in accordance with the policies of the TSX Venture Exchange (the “Exchange“).

    All securities issued in connection with the Offering will be subject to a statutory hold period expiring four months and one day after closing of the Offering. The Company and any subscribers may enter into a voluntary escrow agreement whereby any Shares or Warrant Shares issued under the Offering shall be deposited into escrow and release on the date that is one (1) year after the date that the Units are issued. Completion of the Offering, as well as the Term Sheet, payment of the Cash Fee and issuance of the Finder’s Warrants, is subject to the approval of the Exchange. Any participation by insiders in the Offering will constitute a related party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“) but is expected to be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101.

    The net proceeds from the sale of the Offering will be used towards the completion of a resource update and an updated Preliminary Economic Assessment for the Company’s Ashram REE/ Fluorspar Deposit, as well as the production of commercially marketable samples of Rare Earth concentrates as requested by industry majors, for general working capital and to progress towards a listing on the Australian Stock Exchange.

    None of the securities sold in connection with the Offering will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news 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 Commerce Resources Corp.

    Commerce Resources Corp. is a junior mineral resource company focused on the development of the Ashram Rare Earth and Fluorspar Deposit located in Quebec, Canada. The Company is positioning to be one of the lowest cost rare earth producers globally, with a specific focus on being a long-term supplier of mixed rare earth carbonate and/or NdPr oxide to the global market. The Ashram Deposit is characterized by simple rare earth (monazite, bastnaesite, xenotime) and gangue (carbonates) mineralogy, a large tonnage resource at favourable grade, and has demonstrated the production of high-grade (>45% REO) mineral concentrates at high recovery (>70%) in line with active global producers. In addition to being one of the largest rare earth deposits globally, Ashram is also one of the largest fluorspar deposits globally and has the potential to be a long-term supplier to the met-spar and acid-spar markets.

    For more information, please visit the corporate website at www.commerceresources.com or email This email address is being protected from spambots. You need JavaScript enabled to view it..

    On Behalf of the Board of Directors
    COMMERCE RESOURCES CORP.

    “Chris Grove“
    Chris Grove
    CEO, President and Director
    Tel: 604.484.2700
    Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
    Web: http://www.commerceresources.com

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

    Cautionary Statement Regarding Forward-Looking Statements

    This news release includes certain “forward-looking statements” under applicable Canadian securities legislation that are not historical facts. Forward-looking statements involve risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release include, but are not limited to, statements with respect to the Services to be provided by Churchill, the expectations of management regarding the proposed Offering, the expectations of management regarding the use of proceeds of the Offering, closing conditions for the Offering, the expiry of hold periods for securities distributed pursuant to the Offering, that Exchange approval is required for the proposed Offering, that the Ashram deposit has the potential to become one of the largest fluorspar deposits and a long-term supplier to the mixed rare earth carbonate, NdPr oxide, and met-spar and acid-spar markets; and that the Company is positioning to be one of the lowest cost rare earth element producers globally. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements including that: the Company may not complete the Offering on terms favorable to the Company or at all; the Exchange may not approve the Offering; the proceeds of the Offering may not be used as stated in this news release; the Company may be unable to satisfy all of the conditions to the Closing; and those additional risks set out in the Company’s public documents filed on SEDAR at www.sedar.com. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

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  • F3 Uranium Announces Closing of Private Placement for Aggregate Gross Proceeds of C$20 Million

    F3 Uranium Announces Closing of Private Placement for Aggregate Gross Proceeds of C$20 Million

    2023-09-12 06:20:55

    Kelowna, British Columbia–(Newsfile Corp. – September 12, 2023) – F3 Uranium Corp. (TSXV: FUU) (OTCQB: FUUFF) (“F3 Uranium” or the “Company“) is pleased to announce the closing of its previously announced “bought deal” private placement for aggregate gross proceeds of C$20 million (the “Offering“). Under the Offering, the Company sold 41,237,113 flow-through units of the Company (each, a “FT Unit“), which included the full exercise of the Underwriters’ over-allotment option, at a price of C$0.485 per FT Unit.

    Red Cloud Securities Inc. acted as lead underwriter and sole bookrunner, on behalf of a syndicate of underwriters that included Haywood Securities Inc., SCP Resource Finance LP and Eight Capital (collectively, the “Underwriters“).

    Each FT Unit consists of one common share of the Company (each, a “Common Share“) issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (each, a “FT Share“) and one half of one Common Share purchase warrant (each whole warrant, a “Warrant“). Each whole Warrant shall entitle the holder to purchase one Common Share (a “Warrant Share“) at a price of C$0.485 per Warrant Share at any time on or before September 12, 2025.

    The expenditures to be renounced in respect of the Common Shares comprising the FT Units will be used for “Canadian Exploration Expenses” (within the meaning of the Income Tax Act (Canada)) (the “Tax Act“) and will qualify as “flow-through critical mineral mining expenditures” as defined in subsection 127(9) of the Tax Act and a “flow-through mining expenditure” as defined in paragraph 2(2)(d) of The Mineral Exploration Tax Credit Regulations, 2014 (Saskatchewan) (the “Qualifying Expenditures“). The Qualifying Expenditures will be renounced to the purchasers of the FT Units with an effective date no later than December 31, 2023.

    The FT Units were sold by way of the “accredited investor” and “minimum amount investment” exemptions under National Instrument 45-106 – Prospectus Exemptions in certain provinces of Canada. The securities issued pursuant to the Offering are subject to a four-month and one day hold period ending on January 13, 2024.

    In connection with the Offering, the Company paid to the Underwriters an aggregate cash commission of C$1,086,250, equal to 5.50% of the gross proceeds raised under the Offering (except for gross proceeds raised from the sale of FT Units sold to purchasers on a president’s list (the “President’s List“), which was subject to a reduced 2.75% cash commission). The Company also issued to the Underwriters a total of 2,239,690 warrants of the Company (the “Broker Warrants“), equal to 5.50% of the number of FT Units sold pursuant to the Offering (except for those FT Units sold to purchasers on the President’s List, which were subject to a reduced number of Broker Warrants equal to 2.75%). Each Broker Warrant entitles the holder thereof to purchase one Common Share at a price of C$0.485 at any time on or before September 12, 2025.

    The proceeds of the Offering will be used by the Company to fund exploration of the Company’s projects in the Athabasca Basin in Saskatchewan. The Offering remains subject to the final approval of the TSX Venture Exchange.

    About F3 Uranium Corp.

    F3 Uranium is a uranium project generator and exploration company, focusing on projects in the Athabasca Basin, home to some of the world’s largest high grade uranium discovery. F3 Uranium currently has 16 projects in the Athabasca Basin. Several of F3’s projects are near large uranium discoveries including Triple R, Arrow, and Hurricane.

    ON BEHALF OF THE BOARD

    “Dev Randhawa”
    Dev Randhawa, CEO

    Contact Information
    Investor Relations
    Telephone: 778 484 8030
    Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

    Neither the TSX Venture Exchange nor its Regulation Services Provider (As that term is defined in the policies of the TSX Venture Exchange) have reviewed, approved or disapproved the contents of this press release, and do not accept responsibility for the adequacy or accuracy of this press release.

    Cautionary Statement: F3 Uranium Corp.

    This press release contains “forward-looking information” within the meaning of applicable Canadian and United States securities laws, which is based upon the Company’s current internal expectations, estimates, projections, assumptions and beliefs. The forward-looking information included in this press release are made only as of the date of this press release. Such forward-looking statements and forward-looking information include, but are not limited to, statements concerning the Company’s expectations with respect to the Offering; the use of proceeds of the Offering; and the completion of the Offering. Forward-looking statements or forward-looking information relate to future events and future performance and include statements regarding the expectations and beliefs of management based on information currently available to the Company. Such forward-looking statements and forward-looking information often, but not always, can be identified by the use of words such as “plans”, “expects”, “potential”, “is expected”, “anticipated”, “is targeted”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

    Forward-looking statements or forward-looking information are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements or forward-looking information, including, without limitation, risks and uncertainties relating to: general business and economic conditions; regulatory approval for the Offering; completion of the Offering; changes in commodity prices; the supply and demand for, deliveries of, and the level and volatility of the price of nickel and other metals; changes in project parameters as exploration plans continue to be refined; costs of exploration including labour and equipment costs; risks and uncertainties related to the ability to obtain or maintain necessary licenses, permits or surface rights; changes in credit market conditions and conditions in financial markets generally; the ability to procure equipment and operating supplies in sufficient quantities and on a timely basis; the availability of qualified employees and contractors; the impact of value of the Canadian dollar and U.S. dollar, foreign exchange rates on costs and financial results; market competition; exploration results not being consistent with the Company’s expectations; changes in taxation rates or policies; technical difficulties in connection with mining activities; changes in environmental regulation; environmental compliance issues; other risks of the mining industry; and risks related to the effects of COVID-19. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements or forward-looking information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that could cause results not to be as anticipated, estimated or intended. For more information on the Company and the risks and challenges of its business, investors should review the Company’s annual filings that are available at www.sedarplus.ca. The forward-looking statements included in this press release are made as of the date of this press release and F3 Uranium Corp. disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.

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  • Pelangio Exploration Announces Private Placement For Gross Proceeds Up To $500,000

    Pelangio Exploration Announces Private Placement For Gross Proceeds Up To $500,000

    2023-09-11 15:02:21

    TORONTO, ON / ACCESSWIRE / September 11, 2023 / Pelangio Exploration Inc. (TSXV:PX); (OTC PINK:PGXPF) (“Pelangio” or the “Company“) is pleased to announce a non-brokered private placement for gross proceeds of up to $500,000 (the “Offering“). The Offering will consist of the sale of units (the “Units“) of the Company at a price of $0.03 per Unit. Each Unit consists of one common share of the Company (a “Common Share“) and one Common Share purchase warrant (“Warrant“). Each whole Warrant entitles the holder to purchase one Common Share at a price of $0.05 for a period of five yearsfrom the initial closing date of the Offering. The Company intends to use the gross proceeds for working capital and general corporate purposes, including land maintenance costs.

    The Offering is subject to customary closing conditions including, but not limited to, receipt of applicable regulatory approvals, including approval of the TSX-V. The closing of the Offering may occur in one or more tranches, with the initial closing date of the Offering expected to occur on or around September 25th, 2023 and is not subject to receipt of a minimum amount of gross proceeds. The securities issued pursuant to the Offering will be subject to a four-month and one day hold period in accordance with applicable Canadian securities laws and TSX-V policies. The Offering is open to participation by insiders.

    The securities offered have not been 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 State in which such offer, solicitation or sale would be unlawful.

    About Pelangio

    Pelangio acquires and explores prospective land packages located in world-class gold belts in Ghana, West Africa and Canada. In Ghana, the Company is focused on its two 100% owned camp-sized properties: the 100 km2 Manfo property, the site of eight near-surface gold discoveries, and the 284 km2 Obuasi property, located 4 km on strike and adjacent to AngloGold Ashanti’s prolific high-grade Obuasi Mine, as well as the newly optioned Dankran property located adjacent to its Obuasi property. In Canada, the Company is currently focused in Ontario at its newly acquired gold, silver, zinc polymetallic Kenogaming project, located 63 km southwest of Timmins, its Dome West property, situated some 800 meters from the Dome Mine in Timmins; and at its Gowan polymetallic project, located 16 km east of the Kidd Creek Mine. See www.pelangio.com for further detail on all Pelangio’s properties.

    For additional information, please visit our website at www.pelangio.com, or contact:

    Ingrid Hibbard, President and CEO
    Tel: 905-336-3828 / Toll-free: 1-877-746-1632 / Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

    Forward-Looking Statements

    Certain statements herein may contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Forward-looking statements or information appear in a number of places and can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate” or “believes” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements and information include statements regarding the Offering generally, the proceeds that may be raised in connection with the Offering, the proposed use of proceeds and the Company’s exploration plans. With respect to forward-looking statements and information contained herein, we have made numerous assumptions, including assumptions about our ability to close additional tranches of the Offering in a timely manner, if at all, and the state of the equity markets. Such forward-looking statements and information are subject to risks, uncertainties and other factors which may cause the Company’s actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Such risks include the ability of the Company to meet the conditions of closing, our ability to conduct our exploration programs as planned, changes in equity markets, share price volatility, volatility of global and local economic climate, gold price volatility, political developments in Ghana, increases in costs, exchange rate fluctuations, speculative nature of gold exploration and other risks involved in the gold exploration industry. See the Company’s annual and quarterly financial statements and management’s discussion and analysis for additional information on risks and uncertainties relating to the forward-looking statement and information. There can be no assurance that a forward-looking statement or information referenced herein will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements or information. Also, many of the factors are beyond the control of the Company. Accordingly, readers should not place undue reliance on forward-looking statements or information. We undertake no obligation to reissue or update any forward-looking statements or information except as required by law. All forward-looking statements and information herein are qualified by this cautionary statement.

    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.

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  • Strathmore Plus Announces Private Placement for Gross Proceeds of up to C$1,000,000

    Strathmore Plus Announces Private Placement for Gross Proceeds of up to C$1,000,000

    2023-09-01 00:06:01

    Kelowna, British Columbia–(Newsfile Corp. – September 1, 2023) – Strathmore Plus Uranium Corporation (TSXV: SUU) (OTCQB: SUUFF) (“Deep-South” or the “Company“) (“Strathmore Plus” or the “Company“) is pleased to announce a non-brokered private placement (the “Offering“) for the sale of up to 1,818,182 units of the Company (each, a “Unit“) at a price of C$0.55 per Unit for gross proceeds of up to C$1,000,000. Red Cloud Securities Inc. will be acting as a finder in connection with the Offering.

    Each Unit will be comprised of one common share of the Company (each, a “Common Share“) and one half of one common share purchase warrant (each whole warrant, a “Warrant“). Each Warrant will entitle the holder thereof to acquire one Common Share at a price of C$0.80 for a period of 24 months from the issue date of the Unit.

    The net proceeds from the Offering will be used for general working capital purposes.

    The closing of the Offering is subject to receipt of all necessary regulatory approvals, including for the approval of the listing of the Common Shares issuable from the sale of the Units on the TSX Venture Exchange. The Common Shares issuable from the sale of the Units and upon the exercise of the Warrants will be subject to a hold period ending on the date that is four months and one day from the issue date of the Unit in accordance with applicable securities laws. A finder’s fee may be paid on a portion of the proceeds from the Offering.

    This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.

    About Strathmore Plus Uranium Corp.

    Strathmore Plus has three uranium projects in Wyoming, including Beaver Rim, Agate, and Night Owl. The Night Owl property is a former producing mine that was in production in the early 1960s. The Agate and Beaver Rim properties contain uranium in Wyoming-type roll front deposits based on historical drilling data. Strathmore has received an exploration permit for both Beaver Rim and Agate projects and is now waiting for the exploration/drilling permit approval for Night Owl.

    Strathmore Plus Uranium Corp.
    Contact Information:
    Investor Relations
    Telephone: 1 888 882 8177

    Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

    ON BEHALF OF THE BOARD
    “Dev Randhawa”
    Dev Randhawa, CEO

    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.

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  • Carlyle Commodities Increases Unit Offering and Closes Final Tranche for Aggregate Gross Proceeds of $1,175,000

    Carlyle Commodities Increases Unit Offering and Closes Final Tranche for Aggregate Gross Proceeds of $1,175,000

    2023-08-30 12:25:28

    Vancouver, British Columbia–(Newsfile Corp. – August 30, 2023) – CARLYLE COMMODITIES CORP. (CSE: CCC) (FSE: BJ4) (OTCQB: CCCFF) (“Carlyle” or the “Company“) is pleased to announce that, further to its news releases dated August 11, 2023 and August 18, 2023, it has closed the second and final tranche of its previously announced non-brokered private placement for gross aggregate proceeds of $527,485 (the “Second Tranche“) through the issuance of 6,205,705 units of the Company (each, a “Unit“) at a price of $0.085 per Unit. Together with proceeds from the first tranche of the private placement, the Company raised an aggregate of $1,175,000 and issued an aggregate of 13,823,528 Units.

    Each Unit consists of one common share in the capital of the Company (each, a “Share“) and one Share purchase warrant (each, a “Warrant“), with each Warrant entitling the holder thereof to purchase one additional Share (each, a “Warrant Share“) at a price of $0.15 per Warrant Share for a period of thirty-six months following the date of issuance.

    The aggregate proceeds of the Second Tranche are anticipated to be used for advancement of the Company’s flagship Newton Project in British Columbia, and general working capital.

    Fees of $4,964 were paid and 58,400 finder’s warrants were issued (the “Finder’s Warrants“) to certain finders in connection with the Second Tranche. Together with the first tranche of the private placement, the Company paid aggregate finder’s fees of $12,151 and issued 142,960 Finder’s Warrants. Each Finder’s Warrant is exercisable into one Share for a period of thirty-six months at an exercise price of $0.085.

    All securities issued in connection with the Second Tranche are subject to a statutory hold period expiring four months and one day after the date of issuance, as set out in National Instrument 45‐102 – Resale of Securities.

    None of the securities sold in connection with the Second Tranche have been and will not be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news 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 the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful.

    About Carlyle

    Carlyle is a mineral exploration company focused on the acquisition, exploration, and development of mineral resource properties. Carlyle owns 100% of the Newton Project in the Clinton Mining Division of B.C. and is listed on the Canadian Securities Exchange under the symbol “CCC”, on the OTCQB Market under the ticker “CCCFF”, and the Frankfurt Exchange under the ticker “BJ4”.

    ON BEHALF OF THE BOARD OF DIRECTORS OF

    CARLYLE COMMODITIES CORP.

    “Morgan Good”

    Morgan Good
    President and Chief Executive Officer

    For more information regarding this news release, please contact:

    Morgan Good, CEO and Director
    T: 604-715-4751
    E: This email address is being protected from spambots. You need JavaScript enabled to view it.
    W: www.carlylecommodities.com

    Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE accepts responsibility for the adequacy or accuracy of this release).

    Cautionary Note Regarding Forward-Looking Statements

    This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as “forward‐looking statements”, are not historical facts, are made as of the date of this news release and include without limitation, statements regarding the anticipated use of proceeds of the Second Tranche.

    In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will complete its anticipated work programs and use the proceeds of the Second Tranche as currently anticipated.

    These forward‐looking statements involve numerous risks, uncertainties, and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things, market uncertainty, general business, economic and social uncertainties; litigation, legislative, environmental, and other judicial, regulatory, political, and competitive developments; and other risks outside of the Company’s control.

    Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

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  • Euro Sun Mining Enters into NSR Royalty Agreement for Gross Proceeds of $4 Million

    Euro Sun Mining Enters into NSR Royalty Agreement for Gross Proceeds of $4 Million

    2023-08-28 04:33:42

    TORONTO, Aug. 28, 2023 (GLOBE NEWSWIRE) — Euro Sun Mining Inc., (TSX: ESM) (“Euro Sun” or the “Company”) is pleased to announce that it has entered into a net smelter return royalty agreement (the “Agreement”) with certain purchasers (together, the “Holder”) for the Company’s Rovina Valley Project (the “Property”).

    Pursuant to the Agreement, the Holder acquired a 1.0% net smelter return (“NSR”) royalty for consideration of C$4.0 million (the “Royalty”), with C$2.0 million paid as of the date of the Agreement and the remainder to be paid within nine months. Furthermore, the Company has the right, on behalf of the Holder, to sell the Royalty to a third-party purchaser subject to minimum purchase prices by such third-party (the “Royalty Sale Right”). Should the Company exercise the Royalty Sale Right, it agrees to grant to the Holder a 0.5% net smelter return royalty on all copper produced at the Property.

    In connection with the sale of the Royalty, the Company granted 32,000,000 common share warrants to the Holder (the “Warrants”), which shall only vest upon the Company’s exercise of the Royalty Sale Right. Each Warrant will entitle the Holder to acquire one additional Common Share of the Company at an exercise price of C$0.125 per common share of the Company (the “Common Shares”) until August 25, 2028, representing a significant premium to the current market price of the Common Shares.

    About Euro Sun Mining Inc.

    Euro Sun is a Toronto Stock Exchange listed mining company focused on the exploration and development of its 100%-owned Rovina Valley gold and copper project located in west-central Romania, which hosts the second largest gold deposit in Europe.

    Further information:

    For further information about Euro Sun Mining, or the contents of this press release, please contact Investor Relations at This email address is being protected from spambots. You need JavaScript enabled to view it.

    Caution regarding forward-looking information

    This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, without limitation, statements regarding the Agreement, the Royalty, the Royalty Sale Right and development of the Project. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including risks inherent in the mining industry and risks described in the public disclosure of the Company which is available under the profile of the Company on SEDAR at www.sedar.com and on the Company’s website at www.eurosunmining.com. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

    The TSX does not accept responsibility for the adequacy or accuracy of this news release.

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  • 1844 Resources Announces Extension to Previously Announced Private Placement for Gross Proceeds of up to $2,000,000

    1844 Resources Announces Extension to Previously Announced Private Placement for Gross Proceeds of up to $2,000,000

    2023-08-22 17:46:26

    Saskatoon, Saskatchewan–(Newsfile Corp. – August 22, 2023) – 1844 RESOURCES Inc. (TSXV: EFF) (the “Company” or “1844“) further to the Company’s news release dated June 9 and July 20, 2023, 1844 announces a 30 day extension of its previously announced non-brokered private placement (the “Offering“) to finalize remaining subscriptions and coordinate an orderly closing. The Company is keeping the same terms as previously announced and will raise up to 57,142,858 Units at $0.035 per Unit for gross proceeds of up to $2,000,000.

    The Units will consist of one common share of the Company and one common share purchase warrant (a “Warrant“). The Warrants are exercisable for a period of 36 months from closing and the exercise price is $0.055 per Warrant.

    In connection with the Offering, the Company will pay 8% cash finders fee and 8% non-transferable share purchase warrants, each warrant entitling the holder thereof to purchase one common share of the Company at a price of $0.05 per share for a period of 12 months from closing.

    1844 will use the net proceeds from the Offering in connection with its option to acquire the Hawk Ridge Project, for exploration on the Hawk Ridge Project and for general corporate purposes. Mr. Sylvain Laberge, President and CEO of the Company, commented: “The option to acquire a 100% interest in the Hawk Ridge Project is transformational for 1844. Hawk Ridge is expected to become one of the flagship properties of the Company and is expected to add to our existing portfolio of copper and other critical mineral projects in coastal Quebec.”

    For more details on the Company’s option to acquire the Hawk Ridge Project, see the Company’s news releases dated March 6 and 7, 2023. The Company originally announced the Offering on April 12, 2023. Copies of the Company’s news releases are available under the Company’s profile at www.sedarplus.ca. The Company’s option to acquire the Hawk Ridge Project remains subject to Exchange approval.

    About 1844 Resources Inc.: 1844 is an exploration company with a focus in strategic and energetic metals and underexplored regions “Gaspé, Nunavik Québec”. With a dedicated management team, the Company’s goal is to create shareholder value through the discovery of new deposits.

    1844 RESOURCES INC.

    (signed) “Sylvain Laberge“

    Sylvain Laberge
    President and CEO
    514.702.9841
    Slaberge@1844 resources.com

    FORWARD-LOOKING INFORMATION

    This news release includes “forward-looking statements” and “forward-looking information” within the meaning of Canadian securities legislation. All statements included in this news release, other than statements of historical fact, are forward-looking statements including, without limitation, statements with respect to the Company’s option on the Hawk Ridge Project and the Offering. Forward-looking statements include predictions, projections and forecasts and are often, but not always, identified by the use of words such as “anticipate”, “believe”, “plan”, “estimate”, “expect”, “potential”, “target”, “budget” and “intend” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar expressions and includes the negatives thereof.

    Forward-looking statements are based on a number of assumptions and estimates that, while considered reasonable by management based on the business and markets in which the Company operates, are inherently subject to significant operational, economic, and competitive uncertainties, risks and contingencies. These include assumptions regarding, among other things: general business and economic conditions; the availability of additional exploration and mineral project financing; and Exchange approval.

    There can be no assurance that forward-looking statements will prove to be accurate and actual results, and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations include exploration or other risks detailed from time to time in the filings made by the Company with securities regulators, including those described under the heading “Risks and Uncertainties” in the Company’s most recently filed MD&A. The Company does not undertake to update or revise any forward-looking statements, except in accordance with applicable law.

    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.

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  • Silver Elephant Mining Closes Private Placement for Gross Proceeds of $192,000

    Silver Elephant Mining Closes Private Placement for Gross Proceeds of $192,000

    2023-08-17 16:34:26

    Vancouver, British Columbia–(Newsfile Corp. – August 17, 2023) – Silver Elephant Mining Corp. (TSX: ELEF) (OTCQX: SILEF) (FSE: 1P2N) (“Silver Elephant” or “the Company”) announces it has closed the first tranche of its private placement offering (the “Placement“) announced on June 23, 2023.

    Pursuant to the Closing, the Company issued in the aggregate 639,999 Units for aggregate gross proceeds of $192,000. Each Unit consists of one common share of the Company and one-half of a share purchase warrant with each whole warrant entitling the holder to purchase one additional share of the Company at a price of $0.45 per share for a period of 24 months from the date of issuance (the “Units“).

    In connection with a portion of the closing of the first tranche, a finder’s fee was paid in the amount of $210.

    John Lee, Executive Chairman, subscribed for 180,000 Units for gross proceeds of $54,000. The issuance of Units to insiders pursuant the Placement are considered related party transactions within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI-61-101”). The Company relies on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that participation in the Placement by insiders will not exceed 25% of the fair market value of the Company’s market capitalization. The Company will file a material change report in respect of the related party transaction in connection with the Placement.

    The securities issued as part of the Private Placement is subject to a regulatory hold period expiring on December 18, 2023.

    Proceeds of the Placement are expected to be used for the Company’s mineral project development and for general working capital purposes.

    This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

    About Silver Elephant Mining Corp.

    Silver Elephant Mining Corp. is a premier silver mining and exploration company, with its flagship Pulacayo silver project in Bolivia.

    Further information on Silver Elephant can be found at www.silverelef.com.

    SILVER ELEPHANT MINING CORP.

    ON BEHALF OF THE BOARD

    John Lee
    CEO

    For more information about Silver Elephant, please contact Investor Relations:
    +1.604.569.3661 ext. 101
    This email address is being protected from spambots. You need JavaScript enabled to view it. / www.silverelef.com

    Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.

    Cautionary Note Regarding Forward-Looking Statements and Reader Advisory

    Certain statements contained in this or other news release, including, but not limited to, statements with respect to the debt settlements, the terms of the debt settlements, and the completion of the debt settlements, among other things, and statements which may contain words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates”, “targets”, or similar expressions, and statements related to matters which are not historical facts, are forward-looking information within the meaning of applicable securities laws. Such forward-looking statements, which reflect management’s expectations regarding either of Silver Elephant’s future growth, results of operations, performance, business prospects and opportunities, are based on certain factors and assumptions and involve known and unknown risks and uncertainties which may cause the actual results, performance, or achievements to be materially different from future results, performance, or achievements expressed or implied by such forward-looking statements.

    These factors should be considered carefully, and readers should not place undue reliance on Silver Elephant’s forward-looking statements. Silver Elephant believe that the expectations reflected in the forward-looking statements contained in this news release and the documents incorporated by reference herein are reasonable based on information available to it, but no assurance can be given that these expectations will prove to be correct. In addition, although Silver Elephant 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 not to be as anticipated, estimated or intended. Silver Elephant undertakes no obligation to release publicly any future revisions to forward-looking statements to reflect events or circumstances after the date of this news or to reflect the occurrence of unanticipated events, except as expressly required by law.

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  • Carolina Rush Announces Closing of Brokered and Non-Brokered Private Placements for Total Gross Proceeds of $2.23 Million

    Carolina Rush Announces Closing of Brokered and Non-Brokered Private Placements for Total Gross Proceeds of $2.23 Million

    2023-08-15 13:08:22

    Toronto, Ontario–(Newsfile Corp. – August 15, 2023) – Carolina Rush Corporation (TSXV: RUSH) (OTCQB: PUCCF) (“Carolina Rush” or the “Company“) is pleased to announce that it has closed a “best efforts” brokered private placement (the “Brokered Offering“) with Paradigm Capital Inc. (the “Agent“), acting as agent, through the issuance of 666,700 units (each, a “Unit“) of the Company at a price of $0.15 per Unit for gross proceeds of $100,005. In addition, the Company has closed the concurrent non-brokered private placement (the “Non-Brokered Offering” and together with the Brokered Offering, the “Offering“) through the issuance of 14,238,236 Unit at a price of $0.15 per Unit for gross proceeds of $2,135,735.40.

    Each Unit consists of one common share in the capital of the Company (each, a “Common Share“) and one half of one Common Share purchase warrant (each whole warrant, a “Warrant“). Each Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.20 per Common Share until the date that is thirty-six (36) months from the date of issuance.

    The net proceeds raised under the Offering will be used for the exploration and advancement of the Company’s projects in the Southeastern U.S., including drilling priority targets at the flagship Brewer Gold-Copper Project, advancing projects on the Sawyer Gold Trend, updating technical studies, and for general corporate and working capital purposes and payment of debt. The Common Shares and Warrants issued pursuant to the Offering will be subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation.

    In connection with the closing of the Brokered Offering, the Company paid the Agent a cash commission totaling $6,000.30, through the issuance of 40,002 Units and have issued the Agent 66,670 non-transferrable compensation warrants (each, a “Broker Warrant“). Each Broker Warrant entitles the Agent to purchase one Common Share at a price of $0.15 at any time for a term of two (2) years following the date of issuance. In connection with the closing of the Non-Brokered Offering, the Company paid certain eligible finders (each, a “Finder“) cash commissions in the aggregate of $45,600.60, through the issuance of 304,004 Units, and have issued the Finders an aggregate of 506,673 Broker Warrants.

    Pursuant to the Offering, Mr. Kenneth Brown received 4,400,000 Units. Prior to the completion of the Offering, Mr. Brown did not hold any securities of the Company. Upon completion of the Offering, Mr. Brown beneficially owns or controls 4,400,000 Common Shares and 2,200,000 Warrants, representing approximately 10.26% of the Company’s issued and outstanding Common Shares on a non-diluted and approximately 14.64% on a partially diluted basis. Depending on market and other conditions, or as future circumstances may dictate, Mr. Brown may from time to time increase or decrease his holdings of Common Shares or other securities of the Company. A copy of the early warning report will be available on the Company’s issuer profile on SEDAR+ at www.sedarplus.ca.

    The Offering constituted a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“) as insiders of the Company subscribed for 1,035,000 Units pursuant to the Offering. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on a specified market and the fair market value of the participation in the Offering by the insider does not exceed 25% of the market capitalization of the Company in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner.

    The Offering remains subject to the final approval of the TSX Venture Exchange.

    The securities offered have not been 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 State in which such offer, solicitation or sale would be unlawful.

    About Carolina Rush

    Carolina Rush Corporation (TSXV: RUSH) (OTCQB: PUCCF) is exploring the Carolina Terrane in the southeastern USA. Its flagship project is the 396.6 hectare past-producing Brewer Gold Mine Property, located in Chesterfield County, South Carolina, 17 kilometers along trend from the producing Haile Gold Mine. In January 2023, the Company signed exclusive mineral exploration lease and purchase option agreements for both the 246.6 hectare New Sawyer Gold Mine Property and the 54.6 hectare Sawyer Gold Mine Property, both located on the Sawyer Gold Trend and in Randolph County, North Carolina.

    For further information, please contact:
    Jeanny So, Corporate Communciations Manager
    E: This email address is being protected from spambots. You need JavaScript enabled to view it.
    T: +1.647.202.0994

    For additional information please visit our new website at http://www.TheCarolinaRush.com/ and our Twitter feed: @TheCarolinaRush.

    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.

    This news release contains forward-looking information which is not comprised of historical facts. Forward-looking information is characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, and opportunities to differ materially from those expressed or implied by such forward-looking information. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, changes in the state of equity and debt markets, fluctuations in commodity prices, delays in obtaining required regulatory or governmental approvals, and other risks involved in the mineral exploration and development industry, including those risks set out in the Company’s management’s discussion and analysis as filed under the Company’s profile at www.sedar.com. Forward-looking information in this news release is based on the opinions and assumptions of management considered reasonable as of the date hereof, including that all necessary governmental and regulatory approvals will be received as and when expected. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information. The Company disclaims any intention or obligation to update or revise any forward-looking information, other than as required by applicable securities laws.

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  • F3 Uranium Announces Revised Bought Deal Private Placement for Gross Proceeds of C$17.5 Million

    F3 Uranium Announces Revised Bought Deal Private Placement for Gross Proceeds of C$17.5 Million

    2023-08-15 05:48:38

    Kelowna, British Columbia–(Newsfile Corp. – August 15, 2023) –   F3 Uranium Corp. (TSXV: FUU) (OTCQB: FUUFF) (“F3 Uranium” or the “Company“) is pleased to announce that due to significant investor demand, the Company has increased the gross proceeds of its previously announced private placement (the “Underwritten Offering“) to C$17,500,000. Under the revised Underwritten Offering, the Underwriters (as defined herein) have agreed to purchase for resale 36,082,474 flow-through units of the Company (each, a “FT Unit“) at a price of C$0.485 per FT Unit (the “Offering Price“) on a “bought deal” basis. Red Cloud Securities Inc. is acting as lead underwriter and sole bookrunner on behalf of a syndicate of underwriters (collectively, the “Underwriters“).

    The Company has also increased the potential size of the Over-Allotment Option (as defined herein) from C$2,250,000 to C$2,500,000. Under the revised Over-Allotment Option, the Company will grant to the Underwriters an option, exercisable up to 48 hours prior to the Closing Date (as defined below), to purchase for resale up to an additional 5,154,639 FT Units at the Offering Price (the “Over-Allotment Option“, and together with the Underwritten Offering, the “Offering“). If the Over-Allotment Option is exercised in full, the total gross proceeds of the Offering will be C$20,000,000. The FT Shares will be issued as charitable flow-through common shares of the company.

    Each FT Unit will consist of one common share of the Company (each, a “Common Share“) to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (each, a “FT Share“) and one half of one Common Share purchase warrant (each whole warrant, a “Warrant“). Each whole Warrant shall entitle the holder to purchase one Common Share at a price of C$0.485 at any time on or before that date which is 24 months after the Closing Date (as herein defined).

    The FT Units to be sold under the Offering will be offered by way of the “accredited investor” and minimum amount investment” exemptions under National Instrument 45-106 – Prospectus Exemptions in all of the provinces of Canada. The Common Shares issuable from the sale of the FT Units will be subject to a restricted period in Canada ending on the date that is four months plus one day following the closing of the Offering as defined in Subsection 2.5(2) of Multilateral Instrument 45-102 – Resale of Securities.

    The Offering is expected to close on September 12, 2023 (the “Closing Date“). The Company will pay to the Underwriters a cash commission of 5.5% of the gross proceeds raised in respect of the Offering (the “Underwriters’ Commission“). In addition, the Company will issue to the Underwriters warrants of the Company (each warrant, a “Broker Warrant“), exercisable for a period of 24 months following the Closing Date, to acquire in aggregate that number of Common Shares which is equal to 5.5% of the number of FT Units sold under the Offering at an exercise price equal to C$0.485 per Common Share.

    The proceeds of the Offering will be used by the Company to fund exploration of the Company’s projects in the Athabasca Basin.

    About F3 Uranium Corp.

    F3 Uranium is a uranium project generator and exploration company, focusing on projects in the Athabasca Basin, home to some of the world’s largest high grade uranium discovery. F3 Uranium currently has 18 projects in the Athabasca Basin. Several of F3’s projects are near large uranium discoveries including Triple R, Arrow and Hurricane.

    The TSX Venture Exchange has not reviewed, approved or disapproved the contents of this press release, and does not accept responsibility for the adequacy or accuracy of this release.

    F3 Uranium Corp.
    750-1620 Dickson Avenue
    Kelowna, BC V1Y9Y2

    Contact Information
    Investor Relations
    Telephone: 778 484 8030
    Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

    ON BEHALF OF THE BOARD

    “Dev Randhawa”
    Dev Randhawa, CEO

    Cautionary Statement: F3 Uranium Corp.

    This press release contains “forward-looking information” within the meaning of applicable Canadian and United States securities laws, which is based upon the Company’s current internal expectations, estimates, projections, assumptions and beliefs. The forward-looking information included in this press release are made only as of the date of this press release. Such forward-looking statements and forward-looking information include, but are not limited to, statements concerning the Company’s expectations with respect to the Offering; the use of proceeds of the Offering; completion of the Offering and the date of such completion. Forward-looking statements or forward-looking information relate to future events and future performance and include statements regarding the expectations and beliefs of management based on information currently available to the Company. Such forward-looking statements and forward-looking information often, but not always, can be identified by the use of words such as “plans”, “expects”, “potential”, “is expected”, “anticipated”, “is targeted”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

    Forward-looking statements or forward-looking information are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements or forward-looking information, including, without limitation, risks and uncertainties relating to: general business and economic conditions; regulatory approval for the Offering; completion of the Offering; changes in commodity prices; the supply and demand for, deliveries of, and the level and volatility of the price of uranium and other metals; changes in project parameters as exploration plans continue to be refined; costs of exploration including labour and equipment costs; risks and uncertainties related to the ability to obtain or maintain necessary licenses, permits or surface rights; changes in credit market conditions and conditions in financial markets generally; the ability to procure equipment and operating supplies in sufficient quantities and on a timely basis; the availability of qualified employees and contractors; the impact of value of the Canadian dollar and U.S. dollar, foreign exchange rates on costs and financial results; market competition; exploration results not being consistent with the Company’s expectations; changes in taxation rates or policies; technical difficulties in connection with mining activities; changes in environmental regulation; environmental compliance issues; other risks of the mining industry; and risks related to the effects of COVID-19. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements or forward-looking information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that could cause results not to be as anticipated, estimated or intended. For more information on the Company and the risks and challenges of its business, investors should review the Company’s annual filings that are available at www.sedar.com. The forward-looking statements included in this press release are made as of the date of this press release and F3 Uranium Corp. disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.

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  • NextSource Materials Closes Overnight Marketed Offering for Gross Proceeds of C$50 Million

    NextSource Materials Closes Overnight Marketed Offering for Gross Proceeds of C$50 Million

    2023-08-01 06:28:57

    TORONTO, Aug. 1, 2023 /CNW/ – (TSX:NEXT) (“NextSource” or the “Company“) is pleased to announce that it has closed its previously announced overnight marketed public offering (the “Offering“). Pursuant to the Offering, NextSource issued 30,303,500 common shares of the Company (each a “Share“) at a price of C$1.65 per Share (the “Offering Price“) for gross proceeds of C$50,000,775. The Offering was conducted through a syndicate of underwriters co-led by Cormark Securities Inc. and BMO Capital Markets, and including Clarus Securities Inc. (collectively, the “Underwriters“), pursuant to an underwriting agreement dated July 13, 2023 entered into among the Company and the Underwriters.

    In addition, the Company has granted the Underwriters an option (the “Over-Allotment Option“) to purchase up to an additional 15% of the number of Shares issued under the Offering on the same terms exercisable at any time up to 30 days following the date hereof, for market stabilization purposes and to cover over-allotments, if any.

    Vision Blue Resources Ltd. (“Vision Blue“) purchased 14,151,500 Shares under the Offering to maintain its pro rata ownership in the Company. The Offering is subject to final approval of the Toronto Stock Exchange.

    The net proceeds of the Offering are intended to be used by the Company to advance and complete construction of a battery anode facility in Mauritius and other matters as to be described in the Prospectus (as defined below).

    The Shares issued under the Offering were qualified for distribution by way of a final short form prospectus dated July 27, 2023 (the “Prospectus“) filed in each of the provinces of Canada, other than Quebec, and were offered in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws, and certain other jurisdictions outside of Canada and the United States. A copy of the Prospectus is available under the Company’s profile on www.sedarplus.ca. 

    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 Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release does not constitute an offer of Shares for sale in the United States. The Shares offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such Shares may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.

    The participation of Vision Blue in the Offering constitutes a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Company has determined that the transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 by virtue of the exemptions contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of securities issued to Vision Blue nor the consideration paid by Vision Blue exceeded 25 percent of the Company’s market capitalization. The Company did not file a material change report in respect of the transaction 21 days in advance of closing of the Offering because Vision Blue’s participation had not been confirmed. The shorter period was necessary in order to permit the Company to close the Offering in a timeframe consistent with usual market practice for transactions of this nature.

    Early Warning Disclosure

    Prior to the Offering, Vision Blue held an aggregate of 58,428,572 common shares of the Company (“Common Shares“), 150,000 stock options (“Options“), each entitling it to purchase one Common Share, expiring on March 19, 2024 and 15,000 restricted share units (“RSUs“) entitling it to acquire one Common Share, and expiring on June 30, 2024, representing approximately 46.6% of the outstanding Common Shares on a non-diluted basis and approximately 46.8% on a partially diluted basis (in the event that the Vision Blue exercises its outstanding Options and RSUs).

    After giving effect to the closing of the Offering, Vision Blue owns and exercises control or direction over 72,580,072 Common Shares, 150,000 Options and 15,000 RSUs, representing approximately 46.6% of the outstanding Common Shares on a non-diluted basis and approximately 46.7% on a partially diluted basis.

    Vision Blue is acquiring the Common Shares for investment purposes and intends to review its investment in NextSource on a continuing basis. Vision Blue may, depending on market and other conditions, increase or decrease its beneficial ownership, control or direction, over securities of NextSource through market transactions, private agreements, treasury issuances or otherwise. Vision Blue’s registered address is 1 Royal Plaza, Royal Avenue, St Peter Port, GY1 2HL, Guernsey.

    For more information, or to obtain a copy of the subject early warning report, please contact:

    Aura Financial
    This email address is being protected from spambots. You need JavaScript enabled to view it.This email address is being protected from spambots. You need JavaScript enabled to view it.
    +44 207 321 0000

    About NextSource Materials Inc.

    NextSource Materials Inc. is a battery materials development company based in Toronto, Canada that is intent on becoming a vertically integrated global supplier of battery materials through the mining and value-added processing of graphite and other minerals.

    The Molo Graphite Mine has begun production and is expected to ramp up to its Phase 1 nameplate capacity of 17,000 tpa of graphite concentrate over a period of up to three months.

    The Company has announced plans to build the first of several Battery Anode Facilities (“BAF“) in Mauritius, which will be capable of producing coated, spheronized and purified graphite.

    Cautionary and Forward-Looking Statements

    This press release contains statements that may constitute “forward-looking information” or “forward-looking statements” within the meaning of applicable Canadian and United States securities legislation. Readers are cautioned not to place undue reliance on forward-looking information or statements. Forward looking statements and information are frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “potential”, “possible” and other similar words, or statements that certain events or conditions “may”, “will”, “could”, or “should” occur. Forward-looking statements include any statements regarding, among others, the proposed use of proceeds of the Offering, the final approval of the Toronto Stock Exchange, the construction and potential expansion of the BAFs, expansion plans, as well as the Company’s intent on becoming a fully integrated global supplier of critical battery and technology materials. These statements are based on current expectations, estimates and assumptions that involve a number of risks, which could cause actual results to vary and, in some instances, to differ materially from those anticipated by the Company and described in the forward-looking statements contained in this press release. No assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur or, if any of them do so, what benefits the Company will derive there from. The forward-looking statements contained in this news release are made as at the date of this news release and the Company does not undertake any obligation to update publicly or to revise any of the forward-looking statements, whether because of new information, future events or otherwise, except as may be required by applicable securities laws. Although the forward-looking statements contained in this news release are based on what management believes are reasonable assumptions, the Company cannot assure investors that actual results will be consistent with them.

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  • Atomic Minerals Proceeds with Debt Settlement Transaction

    Atomic Minerals Proceeds with Debt Settlement Transaction

    2023-07-14 04:33:50

    VANCOUVER, BC / ACCESSWIRE / July 14, 2023 / Atomic Minerals Corporation (“ATOMIC MINERALS” or the “Company”) (TSX Venture:ATOM) announces that it has entered into debt settlement agreement with an arm’s length third party of the Company, pursuant to which the Company has agreed to issue an aggregate of 6,000,000 common shares (each, a “Share“) at a deemed price of $0.05 per Share, to settle a total indebtedness of Cdn$300,000 (the “Transaction“).

    Junior Mining Network

    The Company determined to satisfy this outstanding indebtedness with Shares to preserve its cash for operations. The Transaction is subject to TSX Venture Exchange approval. All Shares issued pursuant to the Transaction will be subject to a four-month and one-day hold period.

    About the Company

    Atomic Minerals is a Vancouver based publicly listed uranium exploration company trading on the TSX Venture Exchange, with current assets in Saskatchewan’s Athabasca Basin and the Four Corners region of the southwest United States. The Company is led by a highly skilled management and technical team with numerous previous successes in the junior mining sector.

    For additional information, please visit the Company’s website at www.atomicminerals.ca

    ON BEHALF OF THE BOARD OF DIRECTORS

    “Clive Massey”
    Clive H. Massey
    President & CEO

    For further information, please contact:
    Dave Langlais
    (778) 316-5105

    Neither TSX Venture Exchange nor their 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.

    Forward-Looking Statements:

    This news release contains certain statements that may be deemed “forward-looking” statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although Atomic Minerals Corporation believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. Forward looking statements are based on the beliefs, estimates and opinions of Atomic Minerals Corporation management on the date the statements are made. Except as required by law, Atomic Minerals Corporation undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.

    ###

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  • Gowest Gold Completes Debt Conversion and Raises Proceeds of $11,000,000 from Exercise of Warrants

    Gowest Gold Completes Debt Conversion and Raises Proceeds of $11,000,000 from Exercise of Warrants

    2023-07-04 05:02:30

    Toronto, Ontario–(Newsfile Corp. – July 4, 2023) – Gowest Gold Ltd. (TSXV: GWA) (“Gowest” or the “Company“) announced today that it has completed its previously announced conversion of indebtedness in an aggregate amount of $6,859,900.24 into common shares of the Company (the “Debt Conversion“). Pursuant to the Debt Conversion, the Company issued an aggregate of 50,814,076 common shares at a price of $0.135 per share. For further details, see Gowest press release dated June 21, 2023.

    Gowest also announced today that certain holders of outstanding common share purchase warrants of the Company (the “Warrants“) have exercised these Warrants for aggregate gross proceeds to the Company of $11,000,460.90 (collectively, the “Warrant Exercises“). Specifically, an aggregate of 110,004,609 common shares of the Company were issued at a price of $0.10 pursuant to the Warrant Exercises.

    All securities issuable in connection with the Debt Conversion are subject to a hold-period expiring four months and one day after the date of issuance.

    C. Fraser Elliott, Chairman, commented: “I would like to thank our shareholders for their continued financial support for the Company as we develop Gowest into the newest gold miner in the Timmins Camp.”

    About Gowest

    Gowest is a Canadian gold exploration and development company focused on the delineation and development of its 100% owned Bradshaw Gold Deposit (Bradshaw) on the Frankfield Property, part of the Corporation’s North Timmins Gold Project (NTGP). Gowest is exploring additional gold targets on its +100‐square‐kilometre NTGP land package and continues to evaluate the area, which is part of the prolific Timmins, Ontario gold camp. Currently, Bradshaw contains a National Instrument 43‐101 Indicated Resource estimated at 2.1 million tonnes (“t”) grading 6.19 grams per tonne gold (g/t Au) containing 422 thousand ounces (oz) Au and an Inferred Resource of 3.6 million t grading 6.47 g/t Au containing 755 thousand oz Au. Further, based on the Pre‐Feasibility Study produced by Stantec Mining and announced on June 9, 2015, Bradshaw contains Mineral Reserves (Mineral Resources are inclusive of Mineral Reserves) in the probable category, using a 3 g/t Au cut‐off and utilizing a gold price of US$1,200 / oz, totaling 1.8 million t grading 4.82 g/t Au for 277 thousand oz Au.

    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.

    For further information please contact:

    Dan Gagnon
    President & CEO
    Tel: (416) 363-1210
    Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

    Greg Taylor
    Investor Relations
    Tel: (416) 605-5120
    Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

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  • Compass Gold Completes Convertible Debenture Unit Offering – Proceeds Increased to $650,000

    Compass Gold Completes Convertible Debenture Unit Offering – Proceeds Increased to $650,000

    2023-07-04 04:36:51

    First Phase of Trenching Nearly Complete at Tarabala Small Mine Project

    Toronto, Ontario–(Newsfile Corp. – July 4, 2023) – Compass Gold Corp. (TSXV: CVB) (Compass or the Company) is pleased to announce that, following additional demand, its previously announced offering of convertible debenture units (“Debenture Units“) was increased by $50,000. (See Compass news release dated June 22, 2023). The Corporation has now completed the issuance, on a non-brokered private placement basis, of 650 Debenture Units, at a price of $1,000 per Debenture Unit, for aggregate gross proceeds of $650,000 (the “Offering“). The Offering closed on June 30, 2023 (the “Closing Date“).

    The proceeds of the Offering will be principally used to fund the first phase of delineating the mineralized zone identified at Tarabala, located on the Company’s Sikasso Property in Southern Mali. The work to be completed over the next several months includes, trenching assaying and bulk sample metallurgical testing as part of the proposed establishment and development of a small gold mining operation on high-grade near-surface gold mineralization at the Tarabala Trend (the “Tarabala Project“).

    Compass CEO, Larry Phillips, said, “Thanks to the strong support of our shareholders, the successful completion of this Offering will allow our exploration team to move quickly to complete the initial trenching and testing work which commenced about two weeks ago. The completion of this work along this first section of the Tarabala trend will provide important data regarding gold grade and recovery which will assist with the planning and development of a near-surface mining operation at Tarabala. For Compass, the ability to generate revenue from our own near-surface mine is an important strategic objective, which will distinguish us from virtually any other junior exploration company in this region. Revenue from such an operation can be used to fund the deeper drilling required to develop a much larger, open-pittable gold resource.”

    Each Debenture Unit issued pursuant to the Offering comprised: (i) one $1,000 principal amount unsecured convertible debenture of the Company (a “Convertible Debenture“); and (ii) 5,000 common share purchase warrants of the Company (each, a “Warrant“), with each Warrant being exercisable to acquire one additional common share of the Company at a price of $0.10 for a period of 24 months following the Closing Date.

    The outstanding principal amount of each Convertible Debenture is convertible at the option of the holder thereof, at any time prior to maturity, into common shares of the Company at a conversion price (the “Conversion Price“) of: (i) $0.08 per common share during the 12-month period immediately following the Closing Date; and (ii) $0.10 per common share thereafter.

    The Convertible Debentures will mature 24 months from the Closing Date (the “Maturity Date“) and will bear interest at a rate of 10% per annum, payable in cash or common shares, at the option of the Company. Interest will accrue and be paid in arrears on the Maturity Date.

    For additional details concerning the Debenture Units, please see Compass news release dated June 22, 2023.

    The closing of the Offering is subject to final approval of the TSX Venture Exchange. All securities issued pursuant to the Offering are subject to a statutory four-month hold period expiring four months and one day after the Closing Date.

    Insiders of the Company purchased an aggregate of 175 Debenture Units under the Offering, for aggregate consideration of $175,000. Such participation is considered a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. Participation by insiders in the Offering was exempt from (i) the valuation requirements of MI 61-101 by virtue of the exemption contained in Section 5.5(b) of MI 61-101, as the company is listed only on the TSX Venture Exchange; and (ii) the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in Section 5.7(1)(a) of MI 61-101, as at the time the Offering was agreed to, neither the fair market value of the subject matter, nor the fair market value of the consideration for, the Offering, insofar as it involved interested parties, exceeded 25% of the market capitalization of the Company.

    All dollar amounts referred to in this press release are expressed in Canadian dollars.

    None of the securities issued in connection with the Offering will be registered under the United States Securities Act of 1933, as amended (the “1933 Act“), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.

    About Compass Gold Corp.

    Compass, a public company having been incorporated into Ontario, is a Tier 2 issuer on the TSX- V. Through the 2017 acquisition of MGE and Malian subsidiaries, Compass holds gold exploration permits located in Mali that comprise the Sikasso Property. The exploration permits are located in four sites in southern Mali with a combined land holding of 1,173 sq. km. The Sikasso Property is located in the same region as several multi-million-ounce gold projects, including Morila, Syama, Kalana and Komana. The Company’s Mali-based technical team, led in the field by Dr. Madani Diallo and under the supervision of Dr. Sandy Archibald, P.Geo, is conducting the current exploration program. They are examining numerous anomalies first noted in Dr. Archibald’s August 2017 “National Instrument 43-101 Technical Report on the Sikasso Property, Southern Mali.”

    Forward‐Looking Information

    This news release contains “forward‐looking information” within the meaning of applicable securities laws, including statements regarding the completion of the Offering, the proposed use of proceeds of the Offering and the establishment and development of the Tarabala Project. Readers are cautioned not to place undue reliance on forward‐looking information. Actual results and developments may differ materially from those contemplated by such information. The statements in this news release are made as of the date hereof. The Company undertakes no obligation to update forward‐looking information except as required by applicable law.

    For further information please contact:

    Compass Gold Corporation
    Larry Phillips – Pres. & CEO
    This email address is being protected from spambots. You need JavaScript enabled to view it.
    T: +1 416-596-0996 X 302

    Compass Gold Corporation
    Greg Taylor – Dir. Investor Relations & Corporate Communications
    This email address is being protected from spambots. You need JavaScript enabled to view it.
    T: +1 416-596-0996 X 301

    Website: www.compassgoldcorp.com

    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.

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  • Big Gold Closes Non-Brokered Private Placement for Gross Proceeds of $713,205

    Big Gold Closes Non-Brokered Private Placement for Gross Proceeds of $713,205

    2023-06-06 14:06:05

    Toronto, Ontario–(Newsfile Corp. – June 6, 2023) – Big Gold Inc. (CSE: BG) (“the Company” or “Big Gold”) is pleased to announce that the Company has closed the second and final tranche of its previously announced non-brokered private placement offering (“the Offering”). The gross proceeds from the two tranches total $713,205 and will be used to fund the exploration programs at the Tabor Project in the Shebandowan Greenstone Belt and Martin Kenty Project near the Rainy River Mine Complex in Ontario, as well as for working capital purposes.

    The Offering consisted of flow-through and non-flow-through components.

    As part of the flow-through offering, Company issued 1,571,500 flow-through shares (“FT Share”) at a price of $0.07 per FT Share for gross proceeds of $110,005. The FT Shares will qualify as “flow-through shares” within the meaning of subsection 66(15) of the Income Tax Act (Canada).

    As part of the non-flow-through offering, Big Gold issued 12,064,000 Units at a price of $0.05 per unit for gross proceeds of $603,200. Each Unit consists of one (1) common share and one (1) non-transferable purchase warrant (a “Warrant“) with each Warrant entitling the holder to purchase one additional common share at a price of $0.08 for a period of eighteen (18) months from the closing of the Offering.

    In connection with the closing of the private placement, the Company will pay a cash finder’s fee of $40,000.40 and issue 765,720 finder’s warrants, representing 8% cash and 8% finder’s warrants.

    In accordance with applicable Canadian securities laws, all securities issued pursuant to the private placement will be legended with a hold period of four months and one day from the date of issuance.

    Completion of the private placement and payment of any finder’s fees remain subject to the receipt of all necessary regulatory approvals, including approval of the Canadian Securities Exchange (the “CSE“).

    About Big Gold Inc.

    Big Gold Inc. is a junior mining exploration company. Its initial focus is to conduct exploration programs on its recently acquired Tabor Property and the Martin Kenty Property, both located in Ontario. Big Gold will also continue to consider other opportunities as they arise, with the objective of acquiring and exploring early-stage base and precious metal projects.

    For more information, please contact investor relations at This email address is being protected from spambots. You need JavaScript enabled to view it..

    On Behalf of the Board of Directors,
    Scott Walters
    President and CEO

    Neither the Canadian Securities Exchange nor its regulation services provider has reviewed or accepted responsibility for the adequacy or accuracy of this press release.

    This press release may include forward-looking information within the meaning of Canadian securities legislation, concerning the business of the Company. Forward-looking information is based on certain key expectations and assumptions made by the management of the Company. Although the Company believes that the expectations and assumptions on which such forward-looking information is based on are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct. Forward-looking statements contained in this press release are made as of the date of this press release. The Company disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results.

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  • F3 Uranium Announces Closing of Private Placements for Aggregate Gross Proceeds of C$12 Million

    F3 Uranium Announces Closing of Private Placements for Aggregate Gross Proceeds of C$12 Million

    2023-05-26 09:08:41

    Kelowna, British Columbia–(Newsfile Corp. – May 26, 2023) – F3 Uranium Corp. (TSXV: FUU) (OTCQB: FUUFF) (“F3 Uranium” or the “Company“) is pleased to announce the closing of its previously announced “bought deal” private placement (the “Brokered Private Placement“) and non-brokered private placement (the “Non-Brokered Private Placement“, together with the Brokered Private Placement, the “Offering“) for aggregate gross proceeds of C$12.0 million. Collectively, the Company sold 25,531,915 flow-through units of the Company (each, a “FT Unit“) at a price of C$0.47 per FT Unit (the “Offering Price“).

    Under the Brokered Private Placement, the Company sold 21,276,596 FT Units at the Offering Price for gross proceeds of C$10,000,000, which included the full exercise of the Underwriter’s over-allotment option. Red Cloud Securities Inc. acted as lead underwriter and sole bookrunner, on behalf of a syndicate of underwriters that included Haywood Securities Inc., Sprott Capital Partners and Eight Capital Corp. (collectively, the “Underwriters“).

    Under the Non-Brokered Private Placement, the Company sold 4,255,319 FT Units at the Offering Price for gross proceeds of C$2,000,000.

    Each FT Unit consists of one common share of the Company (each, a “Common Share“) issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (each, a “FT Share“) and one half of one Common Share purchase warrant (each whole warrant, a “Warrant“). Each whole Warrant shall entitle the holder to purchase one Common Share at a price of C$0.47 at any time on or before May 26, 2026.

    The expenditures to be renounced in respect of the Common Shares comprising the FT Units will qualify as “flow-through critical mineral mining expenditures” as defined in subsection 127(9) of the Income Tax Act (Canada) and a “flow-through mining expenditure” as defined in paragraph 2(2)(d) of The Mineral Exploration Tax Credit Regulations, 2014 (Saskatchewan).

    A total of 10,638,298 FT Units that were sold under the Brokered Private Placement were sold by way of the “listed issuer” exemption under National Instrument 45-106 – Prospectus Exemptions in all the provinces of Canada with the exception of Quebec (the “Selling Jurisdictions“). The Common Shares issuable from these 10,638,298 FT Units are freely tradeable pursuant to applicable Canadian securities legislation. The remaining 14,893,617 FT Units that were sold under the Brokered Private Placement and Non-Brokered Private Placement were offered by way of the “accredited investor” and minimum amount investment” exemptions under National Instrument 45-106 – Prospectus Exemptions in the Selling Jurisdictions. The Common Shares issuable from the sale of these 14,893,617 FT Units are subject to a restricted period in Canada ending on September 26, 2023.

    In connection with the Brokered Private Placement, the Company paid to the Underwriters an aggregate cash commission of C$592,500, equal to 6.0% of the gross proceeds raised under the Brokered Private Placement (the “Broker Commission“) (except for gross proceeds raised from the sale of FT Units sold to purchasers on the President’s List, which was subject to a reduced 3.0% cash commission). The Company also issued to the Underwriters a total of 1,260,638 warrants of the Company (the “Broker Warrants“), equal to 6.0% of the number of FT Units sold pursuant to the Brokered Private Placement (except for those FT Units sold to purchasers on the President’s List, which were subject to a reduced number of Broker Warrants equal to 3.0%). Each Broker Warrant entitles the holder thereof to purchase one common share in the capital of the Company at a price of C$0.35 at any time on or before May 26, 2025.

    In connection with the Non-Brokered Private Placement, the Company paid to applicable finders an aggregate cash commission of C$120,000 and issued 255,319 finder’s warrants with the same terms as the Broker Warrants.

    The proceeds of the Offering will be used by the Company to fund a minimum 30-hole drill program at the JR zone on their PLN project. The summer program is expected to begin June 7th.

    About F3 Uranium Corp.

    F3 Uranium is a uranium project generator and exploration company, focusing on projects in the Athabasca Basin, home to some of the world’s largest high grade uranium discovery. F3 Uranium currently has 16 projects in the Athabasca Basin. Several of F3’s projects are near large uranium discoveries including Triple R, Arrow, and Hurricane.

    ON BEHALF OF THE BOARD

    “Dev Randhawa”
    Dev Randhawa, CEO

    F3 Uranium Corp.
    750-1620 Dickson Avenue
    Kelowna, BC V1Y9Y2
    Contact Information
    Investor Relations
    Telephone: 778 484 8030
    Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

    The TSX Venture Exchange and the Canadian Securities Exchange have not reviewed, approved or disapproved the contents of this press release, and do not accept responsibility for the adequacy or accuracy of this release.

    Cautionary Statement: F3 Uranium Corp.

    This press release contains “forward-looking information” within the meaning of applicable Canadian and United States securities laws, which is based upon the Company’s current internal expectations, estimates, projections, assumptions and beliefs. The forward-looking information included in this press release are made only as of the date of this press release. Such forward-looking statements and forward-looking information include, but are not limited to, statements concerning the Company’s expectations with respect to the Offering; the use of proceeds of the Offering; completion of the Offering and the date of such completion. Forward-looking statements or forward-looking information relate to future events and future performance and include statements regarding the expectations and beliefs of management based on information currently available to the Company. Such forward-looking statements and forward-looking information often, but not always, can be identified by the use of words such as “plans”, “expects”, “potential”, “is expected”, “anticipated”, “is targeted”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

    Forward-looking statements or forward-looking information are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements or forward-looking information, including, without limitation, risks and uncertainties relating to: general business and economic conditions; regulatory approval for the Offering; completion of the Offering; changes in commodity prices; the supply and demand for, deliveries of, and the level and volatility of the price of nickel and other metals; changes in project parameters as exploration plans continue to be refined; costs of exploration including labour and equipment costs; risks and uncertainties related to the ability to obtain or maintain necessary licenses, permits or surface rights; changes in credit market conditions and conditions in financial markets generally; the ability to procure equipment and operating supplies in sufficient quantities and on a timely basis; the availability of qualified employees and contractors; the impact of value of the Canadian dollar and U.S. dollar, foreign exchange rates on costs and financial results; market competition; exploration results not being consistent with the Company’s expectations; changes in taxation rates or policies; technical difficulties in connection with mining activities; changes in environmental regulation; environmental compliance issues; other risks of the mining industry; and risks related to the effects of COVID-19. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements or forward-looking information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that could cause results not to be as anticipated, estimated or intended. For more information on the Company and the risks and challenges of its business, investors should review the Company’s annual filings that are available at www.sedar.com. The forward-looking statements included in this press release are made as of the date of this press release and Fission 3.0 Corp. disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.

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  • Defense Metals Announces Private Placements for Aggregate Proceeds of $12.5 Million With Lead Order from RCF Opportunities Fund II L.P. of $6.6 Million

    Defense Metals Announces Private Placements for Aggregate Proceeds of $12.5 Million With Lead Order from RCF Opportunities Fund II L.P. of $6.6 Million

    2023-04-27 05:35:25

    VANCOUVER, BC, April 27, 2023 /CNW/ – Defense Metals Corp. (“Defense Metals” or the “Company“) (TSXV: DEFN) (OTCQB: DFMTF) (FSE: 35D) is pleased to announce a non-brokered private placement financing (the “LIFE Offering“) of up to 22,367,977 Common Shares of the Company (“Common Shares“) at a price of $0.26 per Common Share, and a Concurrent Placement (as defined below) of up to 25,708,946 Common Shares at a price of $0.26 per Common Share, for aggregate gross proceeds of C$12.5 million (collectively, the “Offering“). As part of the Concurrent Placement, the Company has received a lead order from RCF Opportunities Fund II L.P. (“RCF“) for approximately C$6.6 million. John Robins, Strategic Advisor to the Company will also participate in the Offering.

    Craig Taylor, CEO of Defense Metals, commented: “We are very pleased to welcome RCF as a key shareholder to the Company and recognize its investment as a strong validation of our project and our team. This financing will leave us well financed to continue to advance Wicheeda and fully funded to complete our Pre-Feasibility Study and progress other initiatives. We also appreciate the continued support of our existing shareholders including John Robins of Discovery Group.”

    Russ Cranswick, Partner and Head of RCF, further stated: “At Resource Capital Funds, we strive to invest in unique and high quality opportunities in the mining industry and we are excited to support Defense Metals as a pre-eminent REE developer with a highly strategic asset in North America as the market continues to sharpen its focus on the supply of these critical metals.”

    Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106“), the Common Shares issuable pursuant to the LIFE Offering will be offered for sale to purchasers resident in Canada, except Quebec, and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the “Listed Issuer Financing Exemption“). Because the LIFE Offering is being completed pursuant to the Listed Issuer Financing Exemption, the Common Shares issued under the LIFE Offering will not be subject to a hold period pursuant to applicable Canadian securities laws.

    Agentis Capital Mining Partners is acting as financial advisor to the Company. Finder’s fees may be payable in connection with the LIFE Offering and/or the Concurrent Placement, all in accordance with the policies of the TSX Venture Exchange and applicable securities laws.

    There is an offering document related to the LIFE Offering that can be accessed under the Company’s profile at www.sedar.com and on the Company’s website at www.defensemetals.com. Prospective investors should read this offering document before making an investment decision.

    In addition to the LIFE Offering, the Company intends to complete a concurrent private placement to  purchasers pursuant to applicable exemptions under NI 45-106 (the “Concurrent Placement“).

    RCF has agreed to subscribe, as lead order in the Concurrent Placement, for approximately C$6.6 million for 25,552,380 Common Shares, representing approximately 9.99% of the issued and outstanding common shares of Defense Metals upon completion of the Offering. Closing of the lead order from RCF, as well as the LIFE Offering and Concurrent Placement, are conditional upon the Company raising minimum aggregate gross proceeds of C$12.5 million (inclusive of RCF’s lead order) from both the LIFE Offering and Concurrent Placement. In consideration for RCF agreeing to subscribe as lead order in the Concurrent Placement, RCF shall be granted the right to participate in subsequent equity or debt financings of the Company on a pro rata basis based on RCF’s ownership stake (determined on a partially diluted basis immediately prior to the proposed financing), while RCF’s ownership in the Company is greater than or equal to 5% (determined on a partially diluted basis). The Common Shares issued in the Concurrent Placement will be subject to a four month hold period.

    The Company intends to use the net proceeds of the LIFE Offering and the Concurrent Placement to advance the Company’s wholly-owned Wicheeda Rare Earth Elements Project (“Wicheeda“) including: (i) the completion of the ongoing pre-feasibility study work; (ii) regional exploration activities; and (iii) general working capital and corporate expenses.

    The closing dates of the Life Offering and the Concurrent Placement are expected to occur on or about May 18, 2023, or such later date or dates as the Company may determine, and are subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including conditional approval from the TSX Venture Exchange. Completion of the Concurrent Placement and the LIFE Offering are conditional upon the Company raising minimum aggregate gross proceeds of C$12.5 million (inclusive of RCF’s lead order) from both the LIFE Offering and the Concurrent Placement.

    The Common Shares of the Company have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act“) or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there by any sale of the securities referenced in this press release, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

    Qualified Person

    The scientific and technical information contained in this news release has been reviewed and approved by Kristopher J. Raffle, P.Geo. (B.C.), Principal and Consultant of APEX Geoscience Ltd. of Edmonton, Alberta, who is a director of Defense Metals and a “Qualified Person” as defined in National Instrument 43-101.

    About the Wicheeda REE Property

    Defense Metals 100% owned, 4,262-hectare (~10,532-acre) Wicheeda Light REE property is located approximately 80 km northeast of the city of Prince George, British Columbia; population 77,000. The Wicheeda REE Project is readily accessible by all-weather gravel roads and is near infrastructure, including hydro power transmission lines and gas pipelines. The nearby Canadian National Railway and major highways allow easy access to the port facilities at Prince Rupert, the closest major North American port to Asia.

    The 2021 Wicheeda REE Project Preliminary Economic Assessment technical report (“PEA”) outlined a robust after-tax net present value (NPV@8%) of $517 million and an 18% IRR1. This PEA contemplated an open pit mining operation with a 1.75:1 (waste:mill feed) strip ratio providing a 1.8 Mtpa (“million tonnes per year”) mill throughput producing an average of 25,423 tonnes REO annually over a 16 year mine life. A Phase 1 initial pit strip ratio of 0.63:1 (waste:mill feed) would yield rapid access to higher grade surface mineralization in year 1 and payback of $440 million initial capital within 5 years.

    About Defense Metals Corp.

    Defense Metals Corp. is focused on the development of its 100% owned Wicheda Project that contains Rare Earth Elements that are commonly used in the defense industry, national security sector and in the production of green energy technologies, such as, rare earths magnets used in wind turbines and in permanent magnet motors for electric vehicles.

    Defense Metals Corp. trades in Canada under the symbol “DEFN” on the TSX Venture Exchange, in the United States, under “DFMTF” on the OTCQB, and in Germany on the Frankfurt Exchange under “35D”.

    Defense Metals is a proud member of Discovery Group. For more information please visit: http://www.discoverygroup.ca/

    For further information, please visit www.defensemetals.com or contact:

    Todd Hanas, Bluesky Corporate Communications Ltd.
    Vice President, Investor Relations
    Tel: (778) 994 8072
    Email: This email address is being protected from spambots. You need JavaScript enabled to view it. 

    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.

    Cautionary Statement Regarding “Forward-Looking” Information

    This news release contains “forward–looking information or statements” within the meaning of applicable securities laws, which may include, without limitation, statements relating to the terms and completion of the LIFE Offering and Concurrent Placement, the use of proceeds of the LIFE Offering and Concurrent Placement, advancing the Wicheeda REE Project, the expected benefits and outcomes of the hydrometallurgical pilot plant, the expected completion of the hydrometallurgical pilot plant and the expected timelines, the completion of the PFS, the technical, financial and business prospects of the Company, its project and other matters. All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the price of rare earth elements, the anticipated costs and expenditures, the ability to achieve its goals, that general business and economic conditions will not change in a material adverse manner, that financing will be available if and when needed and on reasonable terms. Such forward-looking information reflects the Company’s views with respect to future events and is subject to risks, uncertainties and assumptions, including the risks and uncertainties relating to the interpretation of exploration and metallurgical results, risks related to the inherent uncertainty of exploration and development and cost estimates, the potential for unexpected costs and expenses and those other risks filed under the Company’s profile on SEDAR at www.sedar.com. While such estimates and assumptions are considered reasonable by the management of the Company, they are inherently subject to significant business, economic, competitive and regulatory uncertainties and risks. Factors that could cause actual results to differ materially from those in forward looking statements include, but are not limited to, the ability of the Company to complete the LIFE Offering and Concurrent Placement on the terms described herein, including obtaining the requisite approval of the TSX Venture Exchange, continued availability of capital and financing and general economic, market or business conditions, adverse weather and climate conditions, failure to maintain or obtain all necessary government permits, approvals and authorizations, failure to maintain community acceptance (including First Nations), risks relating to unanticipated operational difficulties (including failure of equipment or processes to operate in accordance with specifications or expectations, cost escalation, unavailability of personnel, materials and equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job action, and unanticipated events related to health, safety and environmental matters), risks relating to inaccurate geological, metallurgical and engineering assumptions, decrease in the price of rare earth elements, the impact of Covid-19 or other viruses and diseases on the Company’s ability to operate, an inability to predict and counteract the effects of COVID-19 on the business of the Company, including but not limited to, the effects of COVID-19 on the price of commodities, capital market conditions, restriction on labour and international travel and supply chains, loss of key employees, consultants, or directors, increase in costs, delayed results, litigation, and failure of counterparties to perform their contractual obligations. The Company does not undertake to update forward–looking statements or forward–looking information, except as required by law.

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  • F3 Uranium Announces Concurrent Non-Brokered Private Placement for Gross Proceeds of up to C$2.0 Million

    F3 Uranium Announces Concurrent Non-Brokered Private Placement for Gross Proceeds of up to C$2.0 Million

    2023-04-18 15:04:35

    Kelowna, British Columbia–(Newsfile Corp. – April 18, 2023) – F3 Uranium Corp. (TSXV: FUU) (OTCQB: FUUFF) (“F3 Uranium” or the “Company“) is pleased to announce a non-brokered private placement (the “Non-Brokered Private Placement“) for gross proceeds of up to C$2,000,000 that will be completed concurrent to the “bought deal” private placement as previously announced by the Company in a press release dated April 18, 2023. Under the Non-Brokered Private Placement, the Company intends to sell up to 4,255,319 additional flow-through units of the Company (each, a “FT Unit“) at a price of C$0.47 per FT Unit (the “Offering Price“). Each FT Unit will consist of one common share of the Company (each, a “Common Share“) to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (each, a “FT Share“) and one half of one Common Share purchase warrant (each whole warrant, a “Warrant“). Each whole Warrant shall entitle the holder to purchase one Common Share at a price of C$0.47 at any time on or before that date which is 36 months after the closing date of the Non-Brokered Private Placement.

    The FT Units under the Non-Brokered Private Placement will be offered by way of the “accredited investor” and minimum amount investment” exemptions under National Instrument 45-106 – Prospectus Exemptions in all of the provinces of Canada with the exception of Quebec. The Common Shares issuable from the sale of the FT Units will be subject to a restricted period in Canada ending on the date that is four months plus one day following the closing of the Non-Brokered Private Placement as defined in Subsection 2.5(2) of Multilateral Instrument 45-102 – Resale of Securities.

    The Non-Brokered Private Placement is expected to close on May 26, 2023. A finder’s fee may be paid on a portion of the proceeds from the Non-Brokered Private Placement.

    The proceeds of the Non-Brokered Private Placement will be used by the Company to fund exploration of the Company’s projects in the Athabasca Basin.

    About F3 Uranium Corp.

    F3 Uranium is a uranium project generator and exploration company, focusing on projects in the Athabasca Basin, home to some of the world’s largest high grade uranium discovery. F3 Uranium currently has 16 projects in the Athabasca Basin. Several of F3’s projects are near large uranium discoveries including Triple R, Arrow, and Hurricane.

    F3 Uranium Corp. Contact Information:

    Investor Relations:
    Telephone: 778 484 8030
    Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

    ON BEHALF OF THE BOARD

    “Dev Randhawa”
    Dev Randhawa, CEO

    The TSX Venture Exchange and the Canadian Securities Exchange have not reviewed, approved or disapproved the contents of this press release, and do not accept responsibility for the adequacy or accuracy of this release.

    Cautionary Statement: F3 Uranium Corp.

    This press release contains “forward-looking information” within the meaning of applicable Canadian and United States securities laws, which is based upon the Company’s current internal expectations, estimates, projections, assumptions and beliefs. The forward-looking information included in this press release are made only as of the date of this press release. Such forward-looking statements and forward-looking information include, but are not limited to, statements concerning the Company’s expectations with respect to the Non-Brokered Private Placement; the use of proceeds of the Non-Brokered Private Placement; completion of the Non-Brokered Private Placement and the date of such completion. Forward-looking statements or forward-looking information relate to future events and future performance and include statements regarding the expectations and beliefs of management based on information currently available to the Company. Such forward-looking statements and forward-looking information often, but not always, can be identified by the use of words such as “plans”, “expects”, “potential”, “is expected”, “anticipated”, “is targeted”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

    Forward-looking statements or forward-looking information are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements or forward-looking information, including, without limitation, risks and uncertainties relating to: general business and economic conditions; regulatory approval for the Non-Brokered Private Placement; completion of the Non-Brokered Private Placement; changes in commodity prices; the supply and demand for, deliveries of, and the level and volatility of the price of nickel and other metals; changes in project parameters as exploration plans continue to be refined; costs of exploration including labour and equipment costs; risks and uncertainties related to the ability to obtain or maintain necessary licenses, permits or surface rights; changes in credit market conditions and conditions in financial markets generally; the ability to procure equipment and operating supplies in sufficient quantities and on a timely basis; the availability of qualified employees and contractors; the impact of value of the Canadian dollar and U.S. dollar, foreign exchange rates on costs and financial results; market competition; exploration results not being consistent with the Company’s expectations; changes in taxation rates or policies; technical difficulties in connection with mining activities; changes in environmental regulation; environmental compliance issues; other risks of the mining industry; and risks related to the effects of COVID-19. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements or forward-looking information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that could cause results not to be as anticipated, estimated or intended. For more information on the Company and the risks and challenges of its business, investors should review the Company’s annual filings that are available at www.sedar.com. The forward-looking statements included in this press release are made as of the date of this press release and F3 Uranium Corp. disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.

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  • Aurion Resources Completes Brokered Offering and Non-Brokered Participation by Kinross Gold for Aggregate Proceeds of Approximately C$6.7 Million

    Aurion Resources Completes Brokered Offering and Non-Brokered Participation by Kinross Gold for Aggregate Proceeds of Approximately C$6.7 Million

    2023-04-12 06:11:11

    ST. JOHN’S, NL, April 12, 2023 /CNW/ – Aurion Resources Ltd. (TSX-V: AU) (“Aurion” or the “Company”) announces that it has completed its previously announced fully marketed private placement (the “Brokered Offering“), and its non-brokered private placement (the “Non-Brokered Offering“, and collectively with the “Brokered Offering“, the “Offering“), for an aggregate of 12,151,730 common shares (the “Common Shares“) of the Company at a price of C$0.55 per Common Share (the “Issue Price“) for gross proceeds of approximately C$6,683,452.

    Brokered Offering

    Under the Brokered Offering, the Company issued an aggregate of 10,909,090 Common Shares at a price of C$0.55 per Common Share for aggregate gross proceeds of approximately C$6,000,000, which includes the full exercise of the agent’s option.

    The Brokered Offering was led by Red Cloud Securities Inc. (“Red Cloud“), as lead agent and sole bookrunner, on behalf of a syndicate of agents including Cormark Securities Inc., Haywood Securities Inc., PI Financial Corp., and Canaccord Genuity Group Inc. (collectively with Red Cloud, the “Agents“). In consideration for their services, the Agents received, in aggregate, a cash commission of approximately C$349,438. Additionally, the Agents received, in aggregate, 635,342 non-transferable broker warrants (the “Broker Warrants“), with each such Broker Warrant exercisable for one whole Common Share at a price per Common Share equal to the Issue Price for a period of 24 months after the closing of the Brokered Offering.

    A director of the Company (the “Related Party“) participated in and subscribed for 91,000 Common Shares under the Brokered Offering. As a result, the Brokered Offering constituted a “related party transaction” within the meaning of Policy 5.9 of the TSX Venture Exchange and Multilateral Instrument 61- 101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company relied on the exemptions under sections 5.5(a), 5.5(b) and 5.7(1)(a) of MI 61-101 in respect of the formal valuation and minority shareholder approval requirements in respect of the Related Party’s participation in the Brokered Offering under MI 61-101, as (i) the Company is not listed or quoted on any of the stock exchanges or markets listed in subsection 5.5(b) of MI 61-101, and (ii) as at the closing of the Brokered Offering, neither the fair market value of the Common Shares issued in connection with the Brokered Offering, nor the fair market value of the consideration received by the Company therefor, insofar as it involved the Related Party, exceeded 25% of the Company’s market capitalization. The Company did not file a material change report more than 21 days before the closing of the Brokered Offering, which the Company deemed reasonable in the circumstances as details of the Related Party’s participation in the Brokered Offering had not been settled and the Company wished to complete the Offering in an expeditious manner.

    Non-Brokered Offering

    Under the Non-Brokered Offering, the Company issued an aggregate of 1,242,640 Common Shares at a price of C$0.55 per Common Share for aggregate gross proceeds of C$683,452. The Non-Brokered Offering was fully subscribed for by Kinross Gold Corporation (“Kinross“). Kinross exercised its pro rata right granted pursuant to a prior financing to maintain its previous approximately 9.98% interest in the issued and outstanding shares of the Company.

    The Company plans to use the net proceeds of the Offering for the exploration and advancement of the Company’s projects in Finland, which includes its Risti, Launi and other projects on its 100% owned land and its joint venture properties with B2Gold Corp. and Kinross, as well as for general working capital purposes.

    All securities issued in connection with the Offering are subject to a hold period expiring on August 13, 2023. The Offering remains subject to final acceptance of the TSX Venture Exchange.

    The securities offered have not been, and will not be, registered under the U.S. Securities Act of 1933 (the “U.S. Securities Act“) or any U.S. state securities laws, and may not be offered or sold in the United States absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

    About Aurion Resources Ltd.

    Aurion Resources Ltd. (Aurion) is a well-funded, Canadian exploration company listed on the TSX Venture Exchange (TSX-V: AU) and the OTCQX Best Market (OTCQX: AIRRF). Aurion’s strategy is to generate or acquire early-stage precious metals exploration opportunities and advance them through direct exploration by our experienced team or by business partnerships and joint venture arrangements. Aurion’s current focus is exploring on its Risti and Launi projects, as well as advancing its joint venture properties with B2Gold Corp. and Kinross in Finland.

    On behalf of the Board of Directors, 
    Matti Talikka, CEO

    FORWARD-LOOKING INFORMATION

    Certain of the statements made and information contained herein, including statements regarding the use of proceeds raised under the Offering and final approval relating to the Offering, is “forward-looking information” within the meaning of applicable Canadian securities legislation or “forward-looking statements” within the meaning the Securities Exchange Act of 1934 of the United States. Generally, these forward-looking statements or information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation, the receipt of final acceptance of the TSX Venture Exchange in respect of the Offering, management’s discretion regarding the use of proceeds risks, and uncertainties relating to foreign currency fluctuations; risks inherent in mining including environmental hazards, industrial accidents, unusual or unexpected geological formations, ground control problems and flooding; risks associated with the estimation of mineral resources and reserves and the geology, grade and continuity of mineral deposits; the possibility that future exploration, development or mining results will not be consistent with the Company’s expectations; the potential for and effects of labour disputes or other unanticipated difficulties with or shortages of labour or interruptions in production; actual ore mined varying from estimates of grade, tonnage, dilution and metallurgical and other characteristics; the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses, commodity price fluctuations; uncertain political and economic environments; changes in laws or policies, foreign taxation, delays or the inability to obtain necessary governmental permits; and other risks and uncertainties, including those described under risk factors in the Company’s current management discussion and analysis. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. The forward-looking information contained herein is presently for the purpose of assisting investors in understanding the Company’s plans and objectives and may not be appropriate for other purposes. Accordingly, readers are advised not to place undue reliance on forward-looking statement. The Company assumes no obligation to update any forward-looking information or to update the reasons why actual results could differ from such information unless required by applicable law.

    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.



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  • Fabled Copper Announces Non Brokered Private Placements for Gross Proceeds of up to CAD$1,500,000

    Fabled Copper Announces Non Brokered Private Placements for Gross Proceeds of up to CAD$1,500,000

    2023-04-12 04:34:34

    VANCOUVER, BC / ACCESSWIRE / April 12, 2023 / Fabled Copper Corp. (“Fabled” or the “Company“) (CSE:FABL) (FSE:XZ7) is pleased to announce two concurrent non-brokered private placements (collectively, the “Offerings“) to raise aggregate gross proceeds of up to CAD$1,500,000.

    [The Company expects to complete a consolidation all of its issued and outstanding common shares on the basis of one (1) post-consolidated common share for every ten (10) pre-consolidated common shares (the “Consolidation“) on or around April 13, 2023, as announced in its press release dated March 30, 2023. All per share prices mentioned below are on a post Consolidation basis.

    The first of the two Offerings will consist of the sale of up to 10,000,000 units (the “Flow-Through Units“) of the Company at a price of CAD$0.10 per Flow-Through Unit for gross proceeds of up to $1,000,000. Each Flow-Through Unit shall be comprised of: (i) 1 common share of the Corporation (“Common Shares“) designated as a “flow-through share” (each, a “ Flow-Through Share“) under the Income Tax Act (Canada) (the “Act“)); and (ii) 1 Common Share purchase warrant (each, a “Flow-Through Warrant“). Each Flow-Through Warrant will entitle the holder thereof to acquire 1 additional Common Share at a price of CAD$0.15 per Common Share for a period of 24 months from the date of issuance.

    The second of the two Offerings shall consist of the sale of up to 6,250,000 units (the “Conventional Units“) of the Company at a price of CAD$0.08 per Conventional Unit for gross proceeds of up to CAD$500,000. Each Conventional Unit shall be comprised of 1 Common Share and 1 Common Share purchase warrant (each, a “Conventional Warrant“). Each Conventional Warrant will entitle the holder thereof to acquire 1 additional Common Share at a price of CAD$0.12 per Common Share for a period of 24 months from the date of issuance.

    The gross proceeds from the issuance of the Conventional Units will be used for general working capital purposes and expenses. The gross proceeds from the issuance of the Flow-Through Units will be used for “Canadian Exploration Expenses” within the meaning of the Act (the “Qualifying Expenditures“), which will be renounced with an effective date no later than December 31, 2023 to the purchasers of the Flow-Through Units in an aggregate amount not less than the gross proceeds raised from the issue of Flow-Through Units.

    The Issuer may pay finder’s fees to eligible finders in accordance with the policies of the Canadian Securities Exchange (the “CSE“).

    The Offerings are subject to the receipt of all necessary approvals, including the acceptance and approval of the CSE. All securities issued pursuant to the Offerings are subject to the statutory hold period that expires four months and one day from their issuance.

    This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

    About Fabled Copper

    Fabled is a junior mining exploration company. Its current focus is to creating value for stakeholders through the exploration and development of its existing drill ready copper properties located in northern British Columbia.

    The Company’s current property package consists of the Muskwa Project and the Bronson Property and comprises approximately 16,219 hectares in three non-contiguous blocks and located in the Liard Mining Division of British Columbia. The Company is seeking to broaden and diversify its portfolio. To this end it has added two lithium claims (the VOLT 2 Property) in Miquelon, Quebec to its land package and is seeking to add both the OHM Property and the VOLT 1 Property, each lithium properties, located in the Val D’Or and Miquelon areas of Quebec respectively. The Company is also seeking to add an additional high grade gold and silver property, the TJ Ridge Property in British Columbia for which it has entered into a letter of intent.

    Mr. Peter J. Hawley, President and C.E.O.

    Fabled Copper Corp.
    Phone: (819) 316-0919
    This email address is being protected from spambots. You need JavaScript enabled to view it.

    For further information please contact:

    This email address is being protected from spambots. You need JavaScript enabled to view it.

    The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this release.

    Certain statements contained in this news release constitute “forward-looking information” as such term is used in applicable Canadian securities laws. Forward-looking information is based on plans, expectations and estimates of management at the date the information is provided and is subject to certain factors and assumptions, including, that the Company’s financial condition, development plans and business plans do not change as a result of unforeseen events and that the Company obtains any required regulatory approvals.

    Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Some of the risks and other factors that could cause results to differ materially from those expressed in the forward-looking statements include, but are not limited to: the failure of the shareholders of the Company to approve the Consolidation Proposal, impacts from the coronavirus or other epidemics, general economic conditions in Canada, the United States and globally; industry conditions, including fluctuations in commodity prices; governmental regulation of the mining industry, including environmental regulation; geological, technical and drilling problems; unanticipated operating events; competition for and/or inability to retain drilling rigs and other services; inability to obtain drilling permits; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility; volatility in market prices for commodities; liabilities inherent in mining operations; changes in tax laws and incentive programs relating to the mining industry; as well as the other risks and uncertainties applicable to the Company as set forth in the Company’s continuous disclosure filings filed under the Company’s profile at www.sedar.com. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

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  • Tartisan Nickel Proceeds to Advanced Exploration at Kenbridge Nickel Deposit, Kenora Mining District, Ontario; Retains Nordmin Engineering, Thunder Bay, Ontario

    Tartisan Nickel Proceeds to Advanced Exploration at Kenbridge Nickel Deposit, Kenora Mining District, Ontario; Retains Nordmin Engineering, Thunder Bay, Ontario

    2023-03-30 08:55:13

    Toronto, Ontario–(Newsfile Corp. – March 30, 2023) – Tartisan Nickel Corp. (CSE: TN) (OTCQX: TTSRF) (FSE: 8TA) (“Tartisan”, or the “Company”) is pleased to announce that Nordmin Engineering Ltd. has been hired to provide guidance and assistance as the Kenbridge Nickel Project transitions into the Advanced Exploration (“AEX”) and Project Development Phase.

    The Company has hired Nordmin Engineering Ltd. of Thunder Bay, Ontario, to assist in developing the plan for the Kenbridge AEX project. Nordmin is a Consulting Engineering firm focused on the mining and resource sector, who have completed projects worldwide. Nordmin will work with Tartisan’s staff to plan next steps in exploration and development and assist with their permitting and licensing efforts.

    In completing the recent Preliminary Economic Assessment, Tartisan management sees an opportunity to further expand our understanding of the deposit and enhance the current resource through the completion of an Advanced Exploration (“AEX”) effort at the Kenbridge Nickel Project. This will both add value to the project and provide insights on the deeper extents of the Kenbridge Nickel deposit.

    In preparation for this work, Tartisan Nickel Corp. will focus on these next steps:

    • Complete our work to develop the road into the Kenbridge Nickel mine site to provide ease of access for further exploration and development.
    • Focus on working with our First Nations and community partners to complete the environmental assessment and permitting work for the project.
    • Complete a new deep geophysical (“MT”) survey of the property to further define targets for the planned AEX project.
    • Complete additional drilling to test those new targets as well as further outline known mineralization.
    • Complete additional drilling to bring Inferred Resources into the Indicated category.
    • Complete a scoping-level review of the planned Kenbridge AEX Project to provide guidance on expected expenditures as well as providing inputs on permitting submissions over the next several months.

    Tartisan Nickel Corp. CEO Mark Appleby states, “We are pleased to be working with Nordmin Engineering as the Kenbridge Nickel Project moves into the Advanced Exploration phase. 2023 will be a pivotal year for Tartisan as we move towards feasibility and into project development and ultimately production at Kenbridge”.

    Dean MacEachern P.Geo. is the Qualified Person under NI 43-101 and has read and approved the technical content of this News Release.

    About Tartisan Nickel Corp.

    Tartisan Nickel Corp. is a Canadian based battery metals and mine development company whose flagship asset is the Kenbridge Nickel Deposit located in northwestern Ontario. Tartisan also owns; the Sill Lake Silver Property in Sault St. Marie, Ontario, and the Don Pancho Manganese-Zinc-Lead-Silver Project in Peru. Tartisan Nickel Corp. also owns equity stakes in: Class 1 Nickel & Technologies Corp. and Peruvian Metals Corp.

    Tartisan Nickel Corp. common shares are listed on the Canadian Securities Exchange (CSE: TN) (OTCQX: TTSRF) (FSE: 8TA). Currently, there are 114,297,128 shares outstanding (127,338,959 fully diluted).

    For further information, please contact Mark Appleby, President & CEO, and a Director of the Company, at 416-804-0280 (This email address is being protected from spambots. You need JavaScript enabled to view it.). Additional information about Tartisan can be found at the Company’s website at www.tartisannickel.com or on SEDAR at www.sedar.com.

    This news release may contain forward-looking statements including but not limited to comments regarding the timing and content of upcoming work programs, geological interpretations, receipt of property titles, potential mineral recovery processes, etc. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements.

    The Canadian Securities Exchange (operated by CNSX Markets Inc.) has neither approved nor disapproved of the contents of this press release.

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  • Bunker Hill Mining Secures Equity Investments of Approximately C$7.3 Million, Including Closing of Private Placement and Warrant Exercise Proceeds

    Bunker Hill Mining Secures Equity Investments of Approximately C$7.3 Million, Including Closing of Private Placement and Warrant Exercise Proceeds

    2023-03-28 04:01:35

    TORONTO, March 28, 2023 (GLOBE NEWSWIRE) —  Bunker Hill Mining Corp. (the “Company”) (CSE: BNKR; OTCQB: BHLL) is pleased to announce that the Company has closed its private placement of special warrants of the Company (the “Special Warrants”), previously announced on February 15, 2023, by issuing 51,633,727 Special Warrants at a price of C$0.12 per Special Warrant (the “Issue Price”), for aggregate gross proceeds of C$6,196,047.26 (the “Offering”). In addition, 10,416,667 common stock purchase warrants of the Company were exercised at a price of C$0.11 per warrant for aggregate gross proceeds of C$1,145,834.

    The Offering

    The Offering was conducted by Echelon Wealth Partners Inc. and Roth Capital Partners, LLC, as co-lead agents and joint bookrunners (collectively, the “Lead Agents”), and Laurentian Bank Securities Inc. (together with the Lead Agents, the “Agents”), on a commercially reasonable “best efforts” private placement basis.

    In connection with the Offering, each Special Warrant is automatically exercisable (without payment of any further consideration and subject to customary anti-dilution adjustments) into one unit of the Company (a “Unit”) on the earlier date of: (i) the third business day following the date upon which the Company has obtained notification that the registration statement (the “Registration Statement”) ‎of the Company to be filed with the United States Securities and Exchange Commission (the “SEC”) registering the resale of the Underlying Shares (as defined below) issuable upon exercise of the Special Warrants and the securities issuable thereunder, has been declared effective by the SEC; and (ii) September 27, 2023 (collectively, the “Automatic Exercise Date”), subject to compliance with United States securities laws.

    Each Unit consists of one share of common stock of the Company (each, a “Unit Share”) and one common stock purchase warrant of the Company (each, a “Warrant”). Each whole Warrant entitles the holder thereof to acquire one share of common stock of the Company (a “Warrant Share”, and together with the Unit Shares, the “Underlying Shares”) at an exercise price of $0.15 per Warrant Share until March 27, 2026, subject to adjustment in certain events. In the event that the Registration Statement has not been declared effective by the SEC on or before 5:00 p.m. (EST) on July 27, 2023, each unexercised Special Warrant will be deemed to exercised on the Automatic Exercise Date into one penalty unit of the Company (each, a “Penalty Unit”), with each Penalty Unit being comprised of 1.2 Unit Shares and 1.2 Warrants.

    In consideration for their services in connection with the Offering, a cash commission in the amount of $211,461.38 is payable to the Agents. The Agents were also issued 2,070,258 compensation options (the “Compensation Options”). Each Compensation Option is exercisable to acquire one unit of the Company (a “Compensation Unit”) at the Issue Price for a period of 36 months from March 27, 2023, subject to adjustment in certain events. Each Compensation Unit consists of one share of common stock of the Company and one common stock purchase warrant of the Company (an “Agents’ Compensation Warrant”) Each Agents’ Compensation Warrant entitles the holder thereof to acquire one share of common stock of the Company (an “Agents’ Compensation Warrant Share”) at a price of C$0.15 per Agents’ Compensation Warrant Share until March 27, 2026.

    The Company intends to use the net proceeds of the Offering for working capital, general corporate purposes and capital expenditures relating to the Bunker Hill Mine.

    The Offering and issuance of the Special Warrants referenced in this press release involves related parties (as such term is defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”)) and therefore constitutes a related party transaction under MI 61-101. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements under MI 61-101 on the basis that the issuance of the Special Warrants to related parties does not exceed 25% of the fair market value of the Company’s market capitalization.

    The Company did not file a material change report disclosing the related party transaction more than 21 days before the expected closing date of the Offering as the details of the Offering and the participation therein by each related party was not settled until shortly prior to the closing of the Offering.

    The securities mentioned above have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with requirements of an applicable exemption therefrom. No stock exchange, securities commission or other regulatory authority has approved or disapproved of the contents of this press release. This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the U.S. Securities Act. The Offering is subject to market conditions, and there can be no assurance as to whether or not multiple tranches of the Offering may be completed, or as to the final size of the Offering.

    Warrant Exercise

    In compliance with the policies of the Canadian Securities Exchange (the “CSE”), the Company previously amended the expiry date and exercise price of 10,416,667 warrants issued to Teck Resources Limited (“Teck”), as announced on March 15, 2023. These warrants were previously issued on a private placement basis on May 13, 2022 in consideration for the Company’s acquisition of the Pend Oreille process plant. Following the amendment of the terms of the warrants, Teck exercised all 10,416,667 warrants at an exercise price of C$0.11, for aggregate gross proceeds of approximately C$1,145,834 to the Company.

    ABOUT BUNKER HILL MINING CORP.

    Under new Idaho-based leadership, Bunker Hill Mining Corp. intends to sustainably restart and develop the Bunker Hill Mine as the first step in consolidating a portfolio of North American mining assets with a focus on silver. Information about the Company is available on its website, www.bunkerhillmining.com, or within the SEDAR and EDGAR databases.

    Cautionary Statements

    Certain statements in this news release are forward-looking and involve a number of risks and uncertainties. Such forward-looking statements are within the meaning of that term in Section 27A of the U.S. Securities Act and Section 21E of the United States Securities Exchange Act of 1934, as amended, as well as within the meaning of the phrase ‘forward-looking information’ in the Canadian Securities Administrators’ National Instrument 51-102 – Continuous Disclosure Obligations (collectively, “forward-looking statements”). Forward-looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as “believes”, “intends”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, “plan” or variations of such words and phrases.

    Forward looking statements in this news release include, but are not limited to: the Company’s intentions regarding its objectives, goals or future plans, including with respect to filing the Registration Statement and the same being declared effected by the SEC; and the intended use of the net proceeds of the Offering. Although the Company’s management believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking statements discussed in this news release may not occur by certain dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Company. 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. No forward-looking statements can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

    Readers are cautioned that the foregoing risk and uncertainty is not exhaustive. Additional information on this and other risk factors that could affect the Company’s operations or financial results are included in the Company’s annual information form or annual report and may be accessed through the SEDAR website (www.sedar.com) or through EDGAR on the SEC website (www.sec.gov), respectively.

    For additional information contact:

    David Wiens, CFA
    CFO & Corporate Secretary
    +1 208 370 3665
    This email address is being protected from spambots. You need JavaScript enabled to view it. 

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  • Laramide Resources Announces Proceeds from Successful Exercise of Warrants

    Laramide Resources Announces Proceeds from Successful Exercise of Warrants

    2023-01-17 05:36:33

    TORONTO, Jan. 17, 2023 /CNW/ – Laramide Resources Ltd. (“Laramide” or the “Company”) (TSX: LAM) (ASX: LAM) (OTCQX: LMRXF) is pleased to announce that 17,175,000 or 100% of the outstanding warrants to purchase common shares of the Company that expired on January 16, 2023 with a strike price of 30 cents, have been exercised. All cash amounts expressed in Canadian dollars.

    These receipts included a total of 1,175,000 warrants exercised by insiders, including the Chairman and the CEO, and resulted in gross proceeds of $5,152,500.00 to the Company. Together with the Company’s previous cash balances, and combined with securities available for sale, Laramide now has in excess of $10 million in cash and securities on hand and is essentially funded through 2023, a year that is expected to see increased exploration and development activity in alignment with the broad-based improvement in the uranium market.

    “We are very pleased that all warrant holders demonstrated their support for Laramide’s business activity with their full and complete purchase of the outstanding warrants,” says Marc Henderson, President and CEO, Laramide Resources Ltd. “The uranium fundamentals are far stronger than they were when we issued the financing units, which included these warrants, in January 2020. Corporately, we have responded to the positive shift in sentiment towards nuclear energy by resuming exploration and development activities on our most advanced projects.”

    On January 17, 2023, immediately after the exercises, the Company has 225,404,696 common shares outstanding and fully diluted shares of 233,244,696.

    To learn more about Laramide, please visit the Company’s website at www.laramide.com or contact:

    Follow us on Twitter @LaramideRes

    About Laramide Resources Ltd.:

    Laramide is engaged in the exploration and development of high-quality uranium assets. Its wholly owned uranium assets are in Australia and the United States. Each of Laramide’s portfolio of five advanced uranium projects have been chosen for their production potential. Laramide’s Westmoreland project, in Queensland, Australia, is one of the largest projects currently held by a junior mining company. Its U.S. assets include Church Rock, a large ISR project; Crownpoint, a former uranium mining operation; and the La Jara Mesa in the historic Grants, New Mexico mining district.

    This press release contains forward-looking statements. The actual results could differ materially from a conclusion, forecast or projection in the forward-looking information.  Certain material factors or assumptions were applied in drawing a conclusion or making a forecast or projection as reflected in the forward-looking information.

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  • Gold’n Futures Closes Private Placement of “Flow Through” Units for Gross Proceeds of CAD$812,000

    Gold’n Futures Closes Private Placement of “Flow Through” Units for Gross Proceeds of CAD$812,000

    2022-12-30 13:03:47

    VANCOUVER, British Columbia, Dec. 30, 2022 (GLOBE NEWSWIRE) — Gold’n Futures Mineral Corp. (CSE: FUTR) (FSE: G6M), (OTC: GFTRF) (the “Company” or “Gold’n Futures”) is pleased to announce that on December 30, 2022 it closed a non-brokered private placement of “flow‐through” units (“FT Units”), previously announced on October 6, 2022 (the “Private Placement”). The Company is issuing 16,240,000 FT Units, at a price of CAD$0.05 per FT Unit. Each FT Unit consists of one flow through common share that qualifies as a “flow-through share” for the purposes of the Income Tax Act (Canada) (each, a “FT Share”) and one whole common share purchase warrant (“Warrant”). Each Warrant is exercisable to acquire one common share of the Company at a price of CAD$0.075 for a 24‐month term.

    In connection with the Private Placement, the Company paid finder’s fees of CAD$2,450 and issued 49,000 finder warrants (each a “Finder Warrant“). The Finder Warrant entitles the holder to purchase one common share of the Company at a price of CAD$0.075 until December 30, 2024.

    The proceeds from the sale of FT Units will be used to fund “Canadian exploration expenses” (as defined in subsection 66.1(6) of the Income Tax Act (Canada)) related to Gold’n Futures Hercules Project located in northern Ontario, and the Company has agreed to renounce such “Canadian exploration expenses” effective no later than December 31, 2022.

    All securities issued in connection with the Private Placement are subject to a statutory hold period in accordance with applicable Canadian securities legislation.

    Gold’n Futures plans to advance the Hercules Project and to build on its successes to date by beginning the Company’s 2023 program with:

    • Continuing to build a property-wide digital model incorporating all of the historical data and all of Gold’n Futures’ 2021 and 2022 mapping, geophysical surveys and diamond drilling; and,

    • Sampling and assaying of newly recognized gold mineralization in existing historical core.

    During the summer of 2023, the Company will be conducting field work that will include:

    • structural mapping;

    • ground geophysical surveys;

    • targeted diamond drilling; and

    • property-wide prospecting of new showings and recently defined targets.

    The new exploration objectives for Gold’n Futures’ programs will facilitate its new gold resource block model and the expanded mineral resource calculation.

    Qualified Person

    The scientific and technical content of this press release has been prepared, reviewed, and approved by Mr. Walter Hanych, P. Geo., who is a Qualified Person under NI43-101 regulations and is a director of the Company.

    About Gold’n Futures Mineral Corp.

    Gold’n Futures Mineral Corp. (CSE: FUTR) (FSE: G6M) (OTC: GFTRF) is a Canadian based exploration company focused on advancing its Hercules gold project. The Hercules is located 200 kilometres northeast of Thunder Bay, Ont., in the townships of Elmhurst and Rickaby, within the Thunder Bay North Mining District. The Project is in the heart of the Beardmore – Geraldton gold mining camp, the 4th largest gold camp in Ontario and is 40 km west of the Greenstone gold mine. The Greenstone gold mine is being built by Equinox Gold Corp. and is expected to begin production of about 400,000 ounces per annum by 2024. The Hercules comprises 475 contiguous claim cells (10,052 ha). From historical work completed on the Property, the Company has built an extensive database including reconnaissance grab samples; channel samples; a variety of recent and historical geophysical surveys; and a drill hole database that includes historical drilling totalling in the order of 570 holes.   Surface showings have demonstrated very high-grade with grab samples grading up to 10,374 g/t gold and channel samples up to 32.96 g/t gold across 11.6 m. Similar results have been obtained in drilling. Gold’n Futures is set to begin the expansion Hercules gold zones that should offer top tier potential for the expansion of its gold resources.

    For more information, please visit our website at: www.goldnfuturesmineralcorp.com

    On behalf of the Board of Directors
    For further information

    Stephen Wilkinson,
    President and CEO,
    (236) 886-8808

    The Canadian Securities Exchange accepts no responsibility for the adequacy or accuracy of this release.

    This news release may contain forward-looking statements based on assumptions and judgments of management regarding future events or results. Such statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements. Such forward looking statements relate to, but are not limited to: the Private Placement, the intentions of the Company to renounce the Canadian Exploration Expenses, the use of gross proceeds from the Private Placement, among others. The Company disclaims any intention or obligation to revise or update such statements.

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  • Battery Mineral Resources Announces Equipment Refinancing by Ozzie’s, Inc. (100%-Owned Subsidiary), Generating Proceeds of US$2 Million

    Battery Mineral Resources Announces Equipment Refinancing by Ozzie’s, Inc. (100%-Owned Subsidiary), Generating Proceeds of US$2 Million

    2022-12-29 06:39:37

    Battery Mineral Resources Corp. (TSXV: BMR) (OTCQB: BTRMF) (“Battery” or “BMR” or the “Company”) is pleased to announce that it has closed an equipment refinancing transaction through its 100%-owned subsidiary, Ozzie’s, Inc., (“Ozzie’s”) which operates in the equipment rental and sales sector, servicing pipeline and renewable energy companies (the “Transaction”).

    The Transaction raised proceeds of US$2.0 million via a re-financing of 11 pieces of equipment owned by Ozzie’s and is structured as a lease with a four-year term. Subject to certain terms and conditions, Ozzie’s has the option to pay the amount remaining on the lease at any time from the 13th month following the lease commencement and prior to the end of the lease, thus providing Ozzie’s with additional financial flexibility. SLR Equipment Finance provided the financing. Proceeds from the Transaction will be towards additional working capital.

    Battery CEO Martin Kostuik states: “As our last transaction for 2022, we are very pleased to announce the refinancing of certain of Ozzie’s equipment with SLR Equipment Finance. The transaction represents a non-dilutive means for BMR to raise capital. We look forward to sharing ongoing updates on additional financing initiatives and other key milestones, as we advance towards an early 2023 restart of mine operations followed by copper production and positive cash-flow at Punitaqui.” 

    About Battery Mineral Resources Corp.

    Battery Mineral Resources is a battery minerals company providing shareholders exposure to the global mega-trend of electrification while being focused on growth through cash-flow, exploration, and acquisitions in favourable mining jurisdictions. Battery Mineral’s mission is the discovery, acquisition, and development of battery metals (namely cobalt, lithium, graphite, and copper), in North America, South America and South Korea, to become a premier and responsible supplier of battery minerals to the electrification marketplace. BMR is currently pursuing a near-term resumption of operations of the Punitaqui Mining Complex, a past copper-gold producer, in the Coquimbo region of Chile. BMR is the largest mineral claim holder in the historic Gowganda Cobalt-Silver Camp in Ontario, Canada, and continues to pursue a focused program to build on the recently announced, +1-million-pound high-grade cobalt resource at McAra. In addition, Battery Mineral owns 100% of ESI Energy Services, Inc. (including ESI’s wholly owned USA operating subsidiary, Ozzie’s, Inc.), a profitable mainline pipeline and renewable energy equipment rental and sales company with operations in Alberta, Canada and Arizona, USA. Battery Minerals Resources is based in Canada and its shares are listed on the Toronto Venture Exchange under the symbol “BMR” and on the OTCQB under the symbol “BTRMF”. Further information about BMR and its projects can be found on www.bmrcorp.com

    Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

    Forward Looking Statements

    This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and projections of the Company on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance, or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements and the parties have made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation, the ability of the Company to obtain sufficient financing to complete exploration and development activities, risks related to share price and market conditions, the inherent risks involved in the mining, exploration and development of mineral properties, the ability of the Company to meet its anticipated development schedule, government regulation and fluctuating metal prices. Accordingly, readers should not place undue reliance on forward-looking statements. Battery undertakes no obligation to update publicly or otherwise revise any forward-looking statements contained herein, whether as a result of new information or future events or otherwise, except as may be required by law.

    Contact Details

    Martin Kostuik, CEO

    +1 604-229-3830

    This email address is being protected from spambots. You need JavaScript enabled to view it.

    Company Website

    https://bmrcorp.com/


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  • Strategic Investor Crescat Capital Exercises Warrants and Goliath Resources Receives Proceeds in Aggregate of $1,380,238

    Strategic Investor Crescat Capital Exercises Warrants and Goliath Resources Receives Proceeds in Aggregate of $1,380,238

    2022-12-13 05:44:40

    TORONTO, Dec. 13, 2022 (GLOBE NEWSWIRE) — Goliath Resources Limited (TSX-V: GOT) (OTCQB: GOTRF) (FSE: B4IF) (the “Company” or “Goliath”) is pleased to report it has received proceeds in aggregate of $1,380,238 over the past few weeks from 4,842,939 common share purchase warrants (“Warrants”) exercised. These set of Warrants had a strike price of $0.285 each and expire December 11, 2022, of which, 100% were all exercised prior to their expiry date.

    Crescat Capital (“Crescat”), a strategic investor and largest shareholder of the Company accounted for 3,718,085 of these common share purchase warrants exercised for the sum of $1,059,654. Crescat currently owns 17.48% outright ownership of Goliath and 19.82% on a partially diluted basis.

    After this Warrant exercise, Goliath has only 78,383,763 issued and outstanding common shares and 115,375,576 on a fully diluted basis.

    About Crescat Capital

    Crescat is a global macro asset management firm headquartered in Denver, Colorado, which deploys tactical investment themes based on proprietary value-driven equity and macro models. Crescat’s investment goals are to provide industry-leading absolute, and risk-adjusted returns over complete business cycles with low correlation to common benchmarks, and they apply their investment process across a mix of asset classes and strategies. Crescat is taking activist stakes in the precious metals exploration industry today as one of its key macro themes.

    About Goliath Resources Limited

    Goliath Resources Limited is an explorer of precious metals projects in the prolific Golden Triangle of northwestern British Columbia and Abitibi Greenstone Belt of Quebec. All of its projects are in world class geological settings and geopolitical safe jurisdictions amenable to mining in Canada.

    For more information please contact:
    Goliath Resources Limited
    Mr. Roger Rosmus
    Founder and CEO
    Tel: +1-416-488-2887
    This email address is being protected from spambots. You need JavaScript enabled to view it.
    www.goliathresourcesltd.com

    Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange), nor the OTCQB Venture Market accepts responsibility for the adequacy or accuracy of this release.

    Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on Goliath’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to, among other things, the ability of Company to complete the financings and its ability to build value for its shareholders as it develops its mining properties. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to Goliath. Although such statements are based on management’s reasonable assumptions, there can be no assurance that the proposed transactions will occur, or that if the proposed transactions do occur, will be completed on the terms described above.

    The forward-looking information contained in this release is made as of the date hereof and Goliath is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

    This announcement does not constitute an offer, invitation, or recommendation to subscribe for or purchase any securities and neither this announcement nor anything contained in it shall form the basis of any contract or commitment.  In particular, this announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States, or in any other jurisdiction in which such an offer would be illegal. 

    The securities referred to herein have not been and will not be will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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  • Silver Elephant Mining Closes Final Tranche of Private Placement for Gross Proceeds of $13,500

    Silver Elephant Mining Closes Final Tranche of Private Placement for Gross Proceeds of $13,500

    2022-12-12 07:44:48

    Vancouver, British Columbia–(Newsfile Corp. – December 12, 2022) – Silver Elephant Mining Corp. (TSX: ELEF) (OTCQX: SILEF) (FSE: 1P2) (“Silver Elephant” or the “Company”) announces that, further to its news releases dated November 21, 2022, November 29, 2022 and December 7, 2022, it has closed the final tranche (the “Closing“) of its previously announced private placement offering (the “Offering“).

    Pursuant to the Closing, the Company issued an aggregate of 30,000 Units for aggregate gross proceeds of $13,500. Each Unit consists of one common share of the Company and one share purchase warrant with each warrant entitling the holder to purchase one additional share of the Company at a price of $0.55 per share for 36 months from Closing (the “Units“).

    In connection with the Closing, the Company paid $945 in cash as a Finder’s Fee.

    The securities issued as part of the Offering will be subject to a 4-month hold period.

    Proceeds of the Offering are expected to be used for exploration, working capital and general corporate purposes.

    This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

    About Silver Elephant

    Silver Elephant Mining Corp. is a premier silver mining and exploration company. It also owns 100% of Mega Thermal Coal Corp. and 39% of Oracle Commodity Holding Corp. (“Oracle”). Oracle has equity investments in nickel and vanadium mining companies.

    Further information on Silver Elephant can be found at www.silverelef.com.

    SILVER ELEPHANT MINING CORP.

    ON BEHALF OF THE BOARD

    “John Lee”
    Executive Chairman

    For more information about Silver Elephant, please contact Investor Relations:
    +1.604.569.3661 ext. 101
    This email address is being protected from spambots. You need JavaScript enabled to view it. www.silverelef.com

    Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.

    Cautionary Note Regarding Forward-Looking Statements

    Certain statements contained in this news release, including statements which may contain words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates”, or similar expressions, and statements related to matters which are not historical facts, are forward-looking information within the meaning of applicable securities laws. Such forward-looking statements, which reflect management’s expectations regarding Silver Elephant’s future growth, results of operations, performance, business prospects and opportunities, are based on certain factors and assumptions and involve known and unknown risks and uncertainties which may cause the actual results, performance, or achievements to be materially different from future results, performance, or achievements expressed or implied by such forward-looking statements.

    These factors should be considered carefully, and readers should not place undue reliance on the Silver Elephant’s forward-looking statements. Silver Elephant believes that the expectations reflected in the forward-looking statements contained in this news release and the documents incorporated by reference herein are reasonable, but no assurance can be given that these expectations will prove to be correct. In addition, although Silver Elephant 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 not to be as anticipated, estimated or intended. Silver Elephant undertakes no obligation to release publicly any future revisions to forward-looking statements to reflect events or circumstances after the date of this news or to reflect the occurrence of unanticipated events, except as expressly required by law.

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  • Fission 3 Announces Revised Brokered Placement for Gross Proceeds of up to C$8.0 Million

    Fission 3 Announces Revised Brokered Placement for Gross Proceeds of up to C$8.0 Million

    2022-12-05 11:51:47

    Kelowna, British Columbia–(Newsfile Corp. – December 5, 2022) – Fission 3.0 Corp. (TSXV: FUU) (OTCQB: FISOF) (“Fission 3” or the “Company“) is pleased to announce that due to significant investor demand, the Company has increased the potential size of its previously announced private placement (the “Offering“) for the sale of up to 19,047,619 flow-through common shares of the Company (each, a “FT Share“) to be sold to purchasers for gross proceeds of up to C$8.0 million. Red Cloud Securities Inc. is acting as lead investment dealer as well as sole bookrunner on behalf of a syndicate of investment dealers (collectively, the “Dealers“).

    The gross proceeds under the underwritten offering (the “Base Offering“) have been increased from C$5.0 million to C$6.0 million, under which 14,285,714 FT Shares are to be sold to purchasers on an underwritten basis at a price of C$0.42 per FT Share (the “Offering Price“).

    The Company has also increased the potential size of the Over-Allotment Option to up to C$2.0 million. Under the revised Over-Allotment Option, the Dealers have been granted an option to sell up to an additional 4,761,905 FT Shares (the “Over-Allotment Shares“) at the Offering Price on a “best efforts” agency basis. The Over-Allotment Option may be exercised by the Dealers up to 48 hours prior to the Closing Date (as defined below).

    The Company will have the right to include a list of subscribers to purchase up to 2,380,952 FT Shares at the Offering Price for gross proceeds of up to C$1,000,000 under the Offering (the “President’s List“). The President’s List will be allocated under the Over-Allotment Option and, for greater certainty, all purchasers under the Over-Allotment Option will receive Over-Allotment Shares on the terms of the Offering and subject to certain resale restrictions as described below.

    A total of 11,904,762 FT Shares under the Base Offering will be offered by way of the “listed issuer” exemption under National Instrument 45-106 – Prospectus Exemptions in all the provinces of Canada with the exception of Quebec (the “Selling Jurisdictions“) and are expected to be immediately freely tradeable under applicable Canadian securities legislation if sold to purchasers resident in Canada. The remaining 2,380,952 underwritten FT Shares under the Base Offering as well as the Over-Allotment Shares will be offered by way of the “accredited investor” and minimum amount investment” exemptions under National Instrument 45-106 – Prospectus Exemptions in the Selling Jurisdictions and will be subject to a restricted period in Canada ending on the date that is four months plus one day following the closing of the Offering as defined in Subsection 2.5(2) of Multilateral Instrument 45-102 – Resale of Securities.

    The Offering is expected to close on December 21, 2022 (the “Closing Date“). The Company will pay to the Dealers a cash commission of 6.0% of the gross proceeds raised in respect of the Offering (the “Dealers’ Commission“). In addition, the Company will issue to the Dealers warrants of the Company (the “Broker Warrants“), exercisable for a period of 24 months following the Closing Date, to acquire in aggregate that number of common shares of the Company which is equal to 6.0% of the number of FT Shares sold under the Offering at an exercise price equal to C$0.42 per FT Share.

    All FT Shares sold to purchasers under the President’s List will be subject to a reduced Dealers’ Commission of 3.0% and that number of Broker Warrants equal to 3.0% of the number of FT Shares sold to purchasers under the President’s List.

    The proceeds of the Offering will be used by the Company to fund exploration of the Company’s projects in the Athabasca Basin.

    There is a revised offering document related to the Offering that can be accessed under the Company’s profile at www.sedar.com and at the Company’s website at www.fission3corp.com. Prospective investors should read this offering document before making an investment decision.

    About Fission 3.0 Corp.

    Fission 3.0 Corp. is a Canadian based resource company specializing in the strategic acquisition, exploration and development of uranium properties and is headquartered in Kelowna, British Columbia. Common shares are listed on the TSX Venture Exchange under the symbol “FUU” and trade on the OTCQB under the symbol “FISOF”.

    ON BEHALF OF THE BOARD

    “Dev Randhawa”

    Dev Randhawa, CEO
    Fission 3.0 Corp.

    Investor Relations
    TF: 778-484-8030
    This email address is being protected from spambots. You need JavaScript enabled to view it.
    www.fission3corp.com

    Neither the TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.

    Cautionary Statement: Fission 3.0 Corp.

    This press release contains “forward-looking information” within the meaning of applicable Canadian and United States securities laws, which is based upon the Company’s current internal expectations, estimates, projections, assumptions and beliefs. The forward-looking information included in this press release are made only as of the date of this press release. Such forward-looking statements and forward-looking information include, but are not limited to, statements concerning the Company’s expectations with respect to the Offering; the use of proceeds of the Offering; completion of the Offering and the date of such completion. Forward-looking statements or forward-looking information relate to future events and future performance and include statements regarding the expectations and beliefs of management based on information currently available to the Company. Such forward-looking statements and forward-looking information often, but not always, can be identified by the use of words such as “plans”, “expects”, “potential”, “is expected”, “anticipated”, “is targeted”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

    Forward-looking statements or forward-looking information are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements or forward-looking information, including, without limitation, risks and uncertainties relating to: general business and economic conditions; regulatory approval for the Offering; completion of the Offering; changes in commodity prices; the supply and demand for, deliveries of, and the level and volatility of the price of nickel and other metals; changes in project parameters as exploration plans continue to be refined; costs of exploration including labour and equipment costs; risks and uncertainties related to the ability to obtain or maintain necessary licenses, permits or surface rights; changes in credit market conditions and conditions in financial markets generally; the ability to procure equipment and operating supplies in sufficient quantities and on a timely basis; the availability of qualified employees and contractors; the impact of value of the Canadian dollar and U.S. dollar, foreign exchange rates on costs and financial results; market competition; exploration results not being consistent with the Company’s expectations; changes in taxation rates or policies; technical difficulties in connection with mining activities; changes in environmental regulation; environmental compliance issues; other risks of the mining industry; and risks related to the effects of COVID-19. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements or forward-looking information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that could cause results not to be as anticipated, estimated or intended. For more information on the Company and the risks and challenges of its business, investors should review the Company’s annual filings that are available at www.sedar.com. The forward-looking statements included in this press release are made as of the date of this press release and Fission 3.0 Corp. disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.

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  • Silver Elephant Mining Announces Private Placement Offering of Up To 3,000,000 Units for Gross Proceeds of Up To $1,350,000

    Silver Elephant Mining Announces Private Placement Offering of Up To 3,000,000 Units for Gross Proceeds of Up To $1,350,000

    2022-11-21 07:10:05

    Vancouver, British Columbia–(Newsfile Corp. – November 21, 2022) – Silver Elephant Mining Corp. (TSX: ELEF) (OTCQX: SILEF) (FSE: 1P2N) (“Silver Elephant” or the “Company”) announces that it proposes to undertake a non-brokered private placement (the “Placement”) of up to 3 million Units of the Company (the “Units”) at a price of $0.45 per Unit to raise aggregate gross proceeds of up to $1,350,000. Each Unit will consist of one common share of the Company and one share purchase warrant with each warrant entitling the holder to purchase one additional share of the Company at a price of $0.55 per share for 3 years.

    The securities issued as part of the Placement will be subject to a hold period of four months plus one day from the date of issue.

    Closing of the Placement is expected to occur on or about December 10, 2022.

    John Lee, Executive Chairman will be subscribing for 1,000,000 Units for gross proceeds of $450,000. The issuance of Units to insiders pursuant to the Placement will be considered related party transactions within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company relies on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that participation in the Placement by insiders will not exceed 25% of the fair market value of the Company’s market capitalization. The Company will file a material change report in respect of the related party transactions in connection with the Placement.

    A Finder’s Fees of up to 7% cash or 7% Finder’s Units will be payable. Each Finder’s Unit will consist of one common share of the Company and one non-transferable share purchase warrant with each warrant entitling the holder to purchase one additional share of the Company at a price of $0.55 per share for 3 years.

    Proceeds of the Placement are expected to be used for exploration, working capital and general corporate purposes.

    This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

    About Silver Elephant

    Silver Elephant Mining Corp. is a premier silver mining and exploration company. It also owns 100% of Mega Thermal Coal Corp. and 39% of Oracle Commodity Holding Corp. (“Oracle”). Oracle has equity investments in nickel and vanadium mining companies.

    Further information on Silver Elephant can be found at www.silverelef.com.

    SILVER ELEPHANT MINING CORP.

    ON BEHALF OF THE BOARD

    “John Lee”
    Executive Chairman

    For more information about Silver Elephant, please contact Investor Relations:
    +1.604.569.3661 ext. 101
    This email address is being protected from spambots. You need JavaScript enabled to view it. www.silverelef.com

    Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.

    Cautionary Note Regarding Forward-Looking Statements

    Certain statements contained in this news release, including statements which may contain words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates”, or similar expressions, and statements related to matters which are not historical facts, are forward-looking information within the meaning of applicable securities laws. Such forward-looking statements, which reflect management’s expectations regarding Silver Elephant’s future growth, results of operations, performance, business prospects and opportunities, are based on certain factors and assumptions and involve known and unknown risks and uncertainties which may cause the actual results, performance, or achievements to be materially different from future results, performance, or achievements expressed or implied by such forward-looking statements.

    These factors should be considered carefully, and readers should not place undue reliance on the Silver Elephant’s forward-looking statements. Silver Elephant believes that the expectations reflected in the forward-looking statements contained in this news release and the documents incorporated by reference herein are reasonable, but no assurance can be given that these expectations will prove to be correct. In addition, although Silver Elephant 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 not to be as anticipated, estimated or intended. Silver Elephant undertakes no obligation to release publicly any future revisions to forward-looking statements to reflect events or circumstances after the date of this news or to reflect the occurrence of unanticipated events, except as expressly required by law.

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  • Latin Metals Announces Closing of Private Placement for Gross Proceeds of $1.227 Million

    Latin Metals Announces Closing of Private Placement for Gross Proceeds of $1.227 Million

    2022-10-31 16:15:20

    VANCOUVER, British Columbia, Oct. 31, 2022 (GLOBE NEWSWIRE) — Latin Metals Inc. (“Latin Metals” or the “Company”) (TSXV: LMS) (OTCQB: LMSQF) announces that it has closed its previously announced upsized and oversubscribed non-brokered private placement (the “Financing”) for aggregate gross proceeds of $1,227,611.70 through the issuance of 12,276,117 units (each a “Unit”) at a subscription price of $0.10 per Unit.

    Each Unit consists of one common share in the capital of Latin Metals (each, a “Share”) and one common share purchase warrant, with each warrant entitling the holder thereof to purchase one Share at a price of $0.20 per Share for a period of 36 months from the closing of the Financing.

    In connection with the closing of the Financing, the Company paid finder’s fees on a portion of the Financing to Leede Jones Gable Inc. consisting of a $1,750 cash commission. All securities issued by the Company pursuant to the Financing are subject to a hold period of four months and one day in Canada.

    Certain officers, directors and a control person of the Company (collectively, the “Related Parties”) participated in the Financing pursuant to the terms described above, purchasing in aggregate 4,976,117 Units. These constitute related party transactions pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company relied on Sections 5.5(a) and 5.7(1)(a) of MI 61-101 for an exemption from the formal valuation and minority shareholder approval requirements, respectively, as at the closing of the Financing, neither the fair market value of the Units issued in connection with the Financing, nor the fair market value of the consideration received by the Company for same, insofar as it involved the Related Parties, exceeded 25% of the Company’s market capitalization.

    The proceeds of the Financing are intended to fund ongoing exploration at the Company’s mineral projects in Argentina and Peru and for general working capital. The closing of the Financing is subject to receipt of TSX Venture Exchange final approval.

    On Behalf of the Board of Directors of

    LATIN METALS INC.

    “Keith Henderson”

    President & CEO

    For further details on the Company readers are referred to the Company’s web site (www.latin-metals.com) and its Canadian regulatory filings on SEDAR at www.sedar.com.

    For further information, please contact:

    Keith Henderson

    Suite 890
    999 West Hastings Street
    Vancouver, BC, V6C 2W2

    Phone: 604-638-3456
    E-mail: This email address is being protected from spambots. You need JavaScript enabled to view it.

    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 news release.

    This news release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadian and U.S. securities legislation. All statements, other than statements of historical fact, included herein, including, without limitation, the use of proceeds from the Financing the anticipated business plans and timing of future activities of the Company, are forward-looking statements. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: “believes”, “expects”, “anticipates”, “intends”, “estimates”, “plans”, “may”, “should”, “would”, “will”, “potential”, “scheduled” or variations of such words and phrases and similar expressions, which, by their nature, refer to future events or results that may, could, would, might or will occur or be taken or achieved. 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 differ materially from any future results, performance or achievements expressed or implied by the forward-looking information. Such risks and other factors include, among others, statements as to the anticipated business plans and timing of future activities of the Company, the ability of the Company to obtain sufficient financing to fund its business activities and plans, delays in obtaining governmental and regulatory approvals (including of the TSX Venture Exchange for the Financing), permits or financing, changes in laws, regulations and policies affecting mining operations, currency fluctuations, title disputes or claims, environmental issues and liabilities, risks relating to epidemics or pandemics such as COVID–19, including the impact of COVID–19 on the Company’s business, financial condition and results of operations, changes in laws, regulations and policies affecting mining operations, title disputes, the inability of the Company to obtain any necessary permits, consents, approvals or authorizations, the timing and possible outcome of any pending litigation, environmental issues and liabilities, and risks related to joint venture operations, and other risks and uncertainties disclosed in the Company’s continuous disclosure documents. All of the Company’s Canadian public disclosure filings may be accessed via www.sedar.com and readers are urged to review these materials.

    Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not undertake any obligation to update any of the forward-looking statements in this news release or incorporated by reference herein, except as otherwise required by law.

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  • NextSource Materials Announces Molo Mine Update, Management Appointments and Exercise of Warrants by Vision Blue Resources for Proceeds of US$16.9M

    NextSource Materials Announces Molo Mine Update, Management Appointments and Exercise of Warrants by Vision Blue Resources for Proceeds of US$16.9M

    2022-10-25 04:03:33

    TORONTO, ON / ACCESSWIRE / October 25, 2022 / NextSource Materials Inc. (TSX:NEXT) (OTCQB:NSRCF) (“NextSource” or the “Company”) is pleased to provide an update on the development of its Molo Graphite Mine (“Molo mine”) in Madagascar, management appointments and progress on its proposed Battery Anode Facility (“BAF”) deployment plans.

    The Company also announces the early exercise by Vision Blue Resources Limited (“Vision Blue”) of 23,214,286 warrants acquired in May 2021 (see the Company’s press release on May 19, 2021) for aggregate proceeds to the Company of approximately US$16.9 million.

    Molo Mine Construction Update

    The transport of all processing plant modules and supporting equipment to the Molo mine site has been completed. Re-assembly of the Processing Plant is in progress and will be followed by Site Acceptance Testing, which is the final step before commissioning.

    Completion of construction activities and the start of mining activities is expected in November. Completion of plant commissioning is expected in December followed by a ramp up period prior to declaring commercial production. Phase 1 of the Molo Mine is designed to operate at a production capacity of 17,000 tonnes per annum.

    Phase 1 is modular and can be incrementally expanded to provide additional feedstock for the Company’s downstream initiatives.

    Strengthening Management and Operations Team for Next Stage of Growth

    The Company is pleased to announce an expansion of its senior management and mine operations teams with the addition of Danniel Stokes as Vice President, Special Projects, and Wilhelm Reitz as Mine Manager of the Molo Graphite Mine.

    Mr. Stokes has more than 18 years of project management experience across a diverse portfolio of mining projects around the world. Mr. Stokes will be based in the UK and will be responsible for project management of the Molo Mine Phase 2 Expansion Feasibility Study and the BAF project.

    Prior to joining NextSource Materials, Mr. Stokes held senior management positions at the Nimba Iron Ore Project, ArcelorMittal Mining’s PMO, and on international mining projects that include the Guinea Alumina Project, Ivanhoe’s Oyu Tolgoi Copper/Gold Project in Mongolia, and the Resolution Copper Project in Arizona. Mr. Stokes holds degrees in business and engineering.

    Mr. Reitz has 28 years of mine management experience in Africa and across a diverse range of critical minerals, metals and commodities, with specific graphite expertise, having served as the mine manager and technical advisor to two graphite operations in Madagascar.

    President and CEO, Craig Scherba, commented,

    “With the commissioning of the Molo mine anticipated to be just weeks away, we are executing on our strategy to become an integrated producer of graphite anode materials to supply the global automotive industry with a material that is critical to its electrification plans. The construction of the Molo mine is progressing well, and we expect to provide details on the location and economics of our first downstream battery anode facility by December.

    I am delighted to welcome Danniel Stokes and Wilhelm Reitz to the NextSource team and, together with the additional investment by Vision Blue Resources, we are well positioned as we advance to our next stage of growth.”

    Battery Anode Facility (BAF)

    With the completion of Phase 1 of the Molo Graphite Mine in Madagascar, the Company is finalizing its plans to build several BAFs in sequence that will convert flake graphite into coated, spheronized and purified graphite (“CSPG”). The Company plans to construct BAFs with modular production capacities that can expand in lockstep with automotive demand, with each facility to be strategically positioned to serve key markets in Asia, North America, and Europe.

    For the past several months, the Company has undertaken a comprehensive process to shortlist optimal locations for its first BAF, and through this process has selected a location. An economic/costing study (“the Study”) on the capital and operating costs in respect of the first BAF is expected to be completed in November 2022 and the Company will share details of the location and the Study results shortly thereafter. It is anticipated that the BAF will take approximately 12 months to complete once a construction decision has been made by the Company.

    CSPG is the final form of graphite that is used as anode material, which is assembled along with cathode material and other components into finished lithium-ion batteries, used by automobile manufacturers for electric vehicles. The Company has an exclusive technical partnership agreement to produce CSPG using proprietary and well-established processing technology that currently supplies major EV automotive companies, including the Tesla and Toyota supply chains.

    Exercise of Warrants by Vision Blue Resources for Proceeds of US$16.9M

    The Company is pleased to announce the early exercise by Vision Blue of 23,214,286 common share purchase warrants (“Warrants”) at a price of C$1.00 per common share that were set to expire on May 19, 2023 for aggregate gross proceeds to the Company of C$23,214,286 (approximately US$16.9M). The subscription notice was received by the Company on October 25, 2022 and the estimated US Dollar equivalent is based on the posted exchange rate as of October 24, 2022. The exercise of the Warrants is expected to be completed on or around October 31, 2022.

    Prior to the exercise of the Warrants, Vision Blue has beneficial ownership of, or control and direction over 35,214,286 common shares, 23,214,286 Warrants, 15,000 restricted share units (each, an “RSU”), entitling the holder to acquire one common share for no additional consideration and expiring on June 30, 2024, and 150,000 stock options (each, an “Option”), entitling the holder to purchase one common share at a price of C$3.60 per share and expiring on March 19, 2024, representing approximately 34.57% of the outstanding common shares on a non-diluted basis and approximately 46.78% on a partially diluted basis. As a result of the exercise of the Warrants the Company’s issued share capital will increase to 125,086,900 outstanding common shares and Vision Blue will have beneficial ownership of, or control and direction over 58,428,572 common shares, 15,000 RSUs and 150,000 Options, representing approximately 46.71% of the outstanding common shares on a non-diluted basis and approximately 46.78% on a partially diluted basis (in the event that Vision Blue exercises its outstanding options and RSUs).

    Vision Blue is acquiring the common shares for investment purposes and intends to review its investment in NextSource on a continuing basis. Vision Blue may, depending on market and other conditions, increase or decrease its beneficial ownership, control or direction, over securities of NextSource through market transactions, private agreements, treasury issuances or otherwise. Vision Blue’s head office is located at Third Floor, 1 Le Truchot, St Peter Port, Guernsey GY1 1WD.

    For more information, or to obtain a copy of the subject early warning report, please contact:

    Sir Mick Davis
    This email address is being protected from spambots. You need JavaScript enabled to view it.
    +44 (0)2073899512

    About VISION BLUE RESOURCES LIMITED

    Vision Blue was founded in December 2020 by Sir Mick Davis to identify and capture opportunities in battery and technology minerals linked to EVs & Grid Storage growth.

    Vision Blue targets companies in established mining jurisdictions, with well-advanced and best-inclass battery material assets that are scalable and can be brought into production rapidly. Vision Blue aims to work with existing management teams to provide critical growth capital, technical support, experience in securing future finance, and ultimately the delivery of an exit strategy. Where possible, Vision Blue utilizes a phased development approach based upon self-financed expansion to achieve large scale revenue and cash flows across the entire battery materials vertical supply chain. For further information about Vision Blue visit their website at www.vision-blue.com.

    About NextSource Materials Inc.

    NextSource Materials Inc. is a strategic materials development company based in Toronto, Canada that is intent on becoming a fully integrated, global supplier of critical battery and technology materials needed to power the sustainable energy revolution.

    The Company’s Molo graphite project in Madagascar is one of the largest known and highest-quality graphite deposits globally, and the only one with SuperFlake® graphite. Construction of Phase 1 of the Molo Project is underway, with the start of mining activities expected in November 2022, and completion of plant commissioning expected in early December 2022.

    NextSource Materials is listed on the Toronto Stock Exchange (TSX) under the symbol “NEXT” and on the OTCQB under the symbol “NSRCF”.

    For further information about NextSource visit our website at www.nextsourcematerials.com or contact us a +1.416.364.4911 or email Brent Nykoliation, Executive Vice President at This email address is being protected from spambots. You need JavaScript enabled to view it. or Craig Scherba, President & CEO at This email address is being protected from spambots. You need JavaScript enabled to view it..

    Safe Harbour

    This press release contains statements that may constitute “forward-looking information” or “forward-looking statements” within the meaning of applicable Canadian and United States securities legislation. Readers are cautioned not to place undue reliance on forward-looking information or statements. Forward looking statements and information are frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “potential”, “possible” and other similar words, or statements that certain events or conditions “may”, “will”, “could”, or “should” occur. Forward-looking statements include any statements regarding, among others, timing of on-site construction including the processing plant and installation thereof, delivery and installation of the auxiliary buildings and structures, delivery and construction of the Solar Hybrid Battery System, shipping of all plant infrastructure to site, all re-assembly and commissioning of the Molo Project, completion and initiation of a Phase 2 mine expansion and BAF Feasibility Study respectively, and timing of its completion, production capacity, NPV, IRR and life of mine of the Molo mine, timing of the FEED Study and Feasibility Study, site selection of a BAF, as well as the Company’s intent on becoming a fully integrated global supplier of critical battery and technology materials. These statements are based on current expectations, estimates and assumptions that involve a number of risks, which could cause actual results to vary and, in some instances, to differ materially from those anticipated by the Company and described in the forward-looking statements contained in this press release. No assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur or, if any of them do so, what benefits the Company will derive there from. The forward-looking statements contained in this news release are made as at the date of this news release and the Company does not undertake any obligation to update publicly or to revise any of the forward-looking statements, whether because of new information, future events or otherwise, except as may be required by applicable securities laws. Although the forward-looking statements contained in this news release are based on what management believes are reasonable assumptions, the Company cannot assure investors that actual results will be consistent with them. These forward-looking statements are made as of the date of this news release and are expressly qualified in their entirety by this cautionary statement. Subject to applicable securities laws, the Company does not assume any obligation to update or revise the forward-looking statements contained herein to reflect events or circumstances occurring after the date of this news release.

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  • Standard Uranium Announces Closing of Private Placement for C$4.25 Million in Aggregate Proceeds

    Standard Uranium Announces Closing of Private Placement for C$4.25 Million in Aggregate Proceeds

    2022-10-24 16:18:04

    VANCOUVER, British Columbia, Oct. 24, 2022 (GLOBE NEWSWIRE) — Standard Uranium Ltd. (“Standard Uranium” or the “Company”) (TSX-V: STND) (OTCQB:STTDF) is pleased to announce that it has closed the second and final tranche of its non-brokered private placement as announced by the Company on September 7, 2022 (the “Offering”). Under the second tranche, the Company sold 750,000 units (each, a “Unit”) at a price of C$0.11 per unit and 15,386,154 flow-through units of the Company (each, a “FT Unit”, and collectively with the Units, the “Offered Securities”) at a price of C$0.13 per FT Unit for aggregate gross proceeds of C$2,082,700.02. Combined with the first tranche of the Offering, the Company sold 9,923,259 Units and 24,330,554 FT Units for aggregate gross proceeds of C$4,254,530.02.

    Each Unit consists of one common share of the Company (each a “Unit Share”) and one half of one common share purchase warrant (each whole warrant, a “Warrant”). Each FT Unit consists of one common share of the Company to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (each, a “FT Share”) and one half of one Warrant. Each whole Warrant shall entitle the holder to purchase one common share of the Company (each, a “Warrant Share”) at a price of C$0.17 at any time on or before that date which is twenty-four months after the issue date.

    The net proceeds raised from the Offering will be used for the exploration of the Company’s projects and for working capital purposes. Proceeds from the sale of FT Shares will be used to incur “Canadian exploration expenses” as defined in subsection 66.1(6) of the Income Tax Act and “flow through mining expenditures” as defined in subsection 127(9) of the Income Tax Act (“Qualifying Expenditures“). Such proceeds will be renounced to the subscribers with an effective date not later than December 31, 2022, in the aggregate amount of not less than the total amount of gross proceeds raised from the issue of FT Shares.

    In connection with the closing of the second tranche of the Offering, the Company paid finder’s fees to Red Cloud Securities Inc., and certain other arms-length brokerage firms (collectively, the “Finders”), of C$120,012 cash and 923,169 finder’s warrants, each finder’s warrant exercisable for one Unit at an exercise price of C$0.11 per Unit until October 21, 2024. Aggregate finder’s fees of C$227,191.75 cash and 1,799,955 finder’s warrants were paid to the Finders from both tranches.

    All securities issued in the second tranche of the offering are subject to a statutory hold period until February 22, 2023.

    This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Offered Securities, nor shall there be any sale of the Offered Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The Offered Securities being offered will not be, and have not been, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, a U.S. person.

    About Standard Uranium (TSX-V: STND)

    We find the fuel to power a clean energy future

    Standard Uranium is a uranium exploration company with a focus on the world-class Athabasca Basin in Saskatchewan Canada. Since its establishment, Standard Uranium has focused on the identification and exploration of Athabasca-style uranium targets with a view to discovery and future development.

    Standard Uranium’s Davidson River Project, in the southwest part of the Athabasca Basin, Saskatchewan, comprises 7 mineral claims over 20,006 hectares. Davidson River is highly prospective for basement-hosted uranium deposits due to its location along trend from recent high-grade uranium discoveries. However, owing to the large project size with multiple targets, it remains broadly under-tested by drilling. Recent intersections of wide, structurally deformed and strongly altered shear zones support provide significant confidence in the exploration model and future success is expected.

    For further information contact:

    Jon Bey, Chief Executive Officer and Chairman
    550 Denman Street, Suite 200
    Vancouver, BC V6G 3H1
    Tel: 1 (306) 850-6699
    E-mail: This email address is being protected from spambots. You need JavaScript enabled to view it. 

    Cautionary Statement Regarding Forward-Looking Statements

    This news release contains “forward-looking statements” 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 and are based on expectations, estimates and projections as of the date of this news release. Forward-looking statements include, but are not limited to, statements regarding: the Offering, including the expected use of proceeds of the Offering, the timing and content of upcoming work programs; geological interpretations; timing of the Company’s exploration programs; and estimates of market conditions.

    Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those expressed or implied by forward-looking statements contained herein. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Certain important factors that could cause actual results, performance or achievements to differ materially from those in the forward-looking statements are highlighted in the “Risk and Uncertainties” in the Company’s management discussion and analysis for the fiscal year ended April 30, 2022, dated August 26, 2022.

    Forward-looking statements are based upon a number of estimates and assumptions that, while considered reasonable by the Company at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies that may cause the Company’s actual financial results, performance, or achievements to be materially different from those expressed or implied herein. Some of the material factors or assumptions used to develop forward-looking statements include, without limitation: the future price of uranium; anticipated costs and the Company’s ability to raise additional capital if and when necessary; volatility in the market price of the Company’s securities; future sales of the Company’s securities; the Company’s ability to carry on exploration and development activities; the success of exploration, development and operations activities; the timing and results of drilling programs; the discovery of mineral resources on the Company’s mineral properties; the costs of operating and exploration expenditures; the presence of laws and regulations that may impose restrictions on mining; employee relations; relationships with and claims by local communities and indigenous populations; availability of increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government authorities); uncertainties related to title to mineral properties; assessments by taxation authorities; fluctuations in general macroeconomic conditions.

    The forward-looking statements contained in this news release are expressly qualified by this cautionary statement. Any forward-looking statements and the assumptions made with respect thereto are made as of the date of this news release and, accordingly, are subject to change after such date. The Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws. 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, readers should not place undue reliance on forward-looking statements.

    Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

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  • Pasofino Gold Announces Closing of Non-Brokered Private Placement for Gross Proceeds of Approximately C$5.3 Million

    Pasofino Gold Announces Closing of Non-Brokered Private Placement for Gross Proceeds of Approximately C$5.3 Million

    2022-10-20 05:09:38

    Toronto, Ontario–(Newsfile Corp. – October 20, 2022) – Pasofino Gold Limited (TSXV: VEIN) (OTCQB: EFRGF) (FSE: N07A) (“Pasofino” or the “Company“) is pleased to announce that it has closed its non-brokered private placement (announced August 8, 2022) of Units at $0.50 per Unit for gross proceeds of approximately C$5.3 million.

    Each Unit consisted of one common share of the Company (each, a “Unit Share”) and one half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one common share of the Company (each, a “Warrant Share”) at a price of C$0.65 for a period of 18 months following the issue date of the Units.

    The net proceeds of the Offering will be used by the Company in respect of its funding obligations for the Dugbe Gold Project and in connection with the Company’s previously announced strategic review process led by Ian Stalker.

    Krisztian Toth, Chairman of the Board of Pasofino, commented: “With the funds raised under this financing, the Company is well positioned to continue with its strategic review process and to exercise its option to acquire 100% of the Project (prior to the government of Liberia’s 10% carried interest) by converting the 51% ownership interest in the Dugbe Gold Project held by Hummingbird into a 51% shareholding interest in Pasofino.”

    Certain insiders subscribed for 2,976,434 Units. The issuances of Units to such insiders are considered related party transactions under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company relied on exemptions from the formal valuation and minority approval requirements in sections 5.5(a) and 5.7(a)) of MI 61-101, respectively, in respect of such insider participation.

    A total of 10,617,843 common shares and 4,065,332 Warrants were issued pursuant to the financing.

    All securities issued are subject to a 4 month hold period expiring February 20, 2023.

    The securities offered have not been 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 news 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 State in which such offer, solicitation or sale would be unlawful.

    In connection with the financing, the Company paid a finder’s fee of $1,750 in cash and 3,500 Warrants.

    About Pasofino Gold Ltd.

    Pasofino Gold Ltd. is a Canadian-based mineral exploration company listed on the TSX-V (VEIN).

    Pasofino, through its wholly-owned subsidiary, owns a 49% economic interest (prior to the issuance of the Government of Liberia’s 10% carried interest) in the Dugbe Gold Project.

    Pasofino has an option to consolidate ownership in the Dugbe Gold Project by converting Hummingbird’s 51% ownership of the Project for a 51% shareholding in Pasofino, such that Pasofino would own 100% of the Project (prior to the government of Liberia’s 10% carried interest), subject to the receipt of all required approvals including the TSX Venture Exchange.

    For further information, please visit www.pasofinogold.com or contact:

    Lincoln Greenidge, CFO
    T: 416 451 0049
    E: This email address is being protected from spambots. You need JavaScript enabled to view it.

    CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

    This news release contains “forward-looking statements” that are based on expectations, estimates, projections and interpretations as at the date of this news release. Forward-looking statements are frequently characterised by words such as “plan”, “expect”, “project”, “seek”, “intend”, “believe”, “anticipate”, “estimate”, “suggest”, “indicate” and other similar words or statements that certain events or conditions “may” or “will” occur, and include, without limitation, statements regarding the ability to raise the funds to finance its ongoing business activities including the acquisition of mineral projects and the exploration and development of its projects. Such 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 future results, performance or achievements expressed or implied by such forward-looking statements. Such risks and other factors may include, but are not limited to, the ability to successfully complete the Offering, the ability to obtain all requisite regulatory approvals including the approval of the TSX Venture Exchange, the ability to apply the proceeds as intended, the results of business operation, the results of exploration activities; the ability of the Company to complete further exploration activities; timing and availability of external financing on acceptable terms and those risk factors outlined in the Company’s Management Discussion and Analysis as filed on SEDAR. The Company does not undertake to update any forward-looking information except in accordance with applicable securities laws.

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  • Pasofino Gold Announces Closing of Non-Brokered Private Placement for Gross Proceeds of Approximately C$5.3 Million

    Pasofino Gold Announces Closing of Non-Brokered Private Placement for Gross Proceeds of Approximately C$5.3 Million

    2022-10-20 05:09:38

    Toronto, Ontario–(Newsfile Corp. – October 20, 2022) – Pasofino Gold Limited (TSXV: VEIN) (OTCQB: EFRGF) (FSE: N07A) (“Pasofino” or the “Company“) is pleased to announce that it has closed its non-brokered private placement (announced August 8, 2022) of Units at $0.50 per Unit for gross proceeds of approximately C$5.3 million.

    Each Unit consisted of one common share of the Company (each, a “Unit Share”) and one half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one common share of the Company (each, a “Warrant Share”) at a price of C$0.65 for a period of 18 months following the issue date of the Units.

    The net proceeds of the Offering will be used by the Company in respect of its funding obligations for the Dugbe Gold Project and in connection with the Company’s previously announced strategic review process led by Ian Stalker.

    Krisztian Toth, Chairman of the Board of Pasofino, commented: “With the funds raised under this financing, the Company is well positioned to continue with its strategic review process and to exercise its option to acquire 100% of the Project (prior to the government of Liberia’s 10% carried interest) by converting the 51% ownership interest in the Dugbe Gold Project held by Hummingbird into a 51% shareholding interest in Pasofino.”

    Certain insiders subscribed for 2,976,434 Units. The issuances of Units to such insiders are considered related party transactions under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company relied on exemptions from the formal valuation and minority approval requirements in sections 5.5(a) and 5.7(a)) of MI 61-101, respectively, in respect of such insider participation.

    A total of 10,617,843 common shares and 4,065,332 Warrants were issued pursuant to the financing.

    All securities issued are subject to a 4 month hold period expiring February 20, 2023.

    The securities offered have not been 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 news 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 State in which such offer, solicitation or sale would be unlawful.

    In connection with the financing, the Company paid a finder’s fee of $1,750 in cash and 3,500 Warrants.

    About Pasofino Gold Ltd.

    Pasofino Gold Ltd. is a Canadian-based mineral exploration company listed on the TSX-V (VEIN).

    Pasofino, through its wholly-owned subsidiary, owns a 49% economic interest (prior to the issuance of the Government of Liberia’s 10% carried interest) in the Dugbe Gold Project.

    Pasofino has an option to consolidate ownership in the Dugbe Gold Project by converting Hummingbird’s 51% ownership of the Project for a 51% shareholding in Pasofino, such that Pasofino would own 100% of the Project (prior to the government of Liberia’s 10% carried interest), subject to the receipt of all required approvals including the TSX Venture Exchange.

    For further information, please visit www.pasofinogold.com or contact:

    Lincoln Greenidge, CFO
    T: 416 451 0049
    E: This email address is being protected from spambots. You need JavaScript enabled to view it.

    CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

    This news release contains “forward-looking statements” that are based on expectations, estimates, projections and interpretations as at the date of this news release. Forward-looking statements are frequently characterised by words such as “plan”, “expect”, “project”, “seek”, “intend”, “believe”, “anticipate”, “estimate”, “suggest”, “indicate” and other similar words or statements that certain events or conditions “may” or “will” occur, and include, without limitation, statements regarding the ability to raise the funds to finance its ongoing business activities including the acquisition of mineral projects and the exploration and development of its projects. Such 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 future results, performance or achievements expressed or implied by such forward-looking statements. Such risks and other factors may include, but are not limited to, the ability to successfully complete the Offering, the ability to obtain all requisite regulatory approvals including the approval of the TSX Venture Exchange, the ability to apply the proceeds as intended, the results of business operation, the results of exploration activities; the ability of the Company to complete further exploration activities; timing and availability of external financing on acceptable terms and those risk factors outlined in the Company’s Management Discussion and Analysis as filed on SEDAR. The Company does not undertake to update any forward-looking information except in accordance with applicable securities laws.

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  • VR Resources Closes Second Tranche of Financings for Proceeds of $924,000, Receives $200,000 Grant from the Ontario Government, and Mobilizes for Drill Program at Hecla-Kilmer

    VR Resources Closes Second Tranche of Financings for Proceeds of $924,000, Receives $200,000 Grant from the Ontario Government, and Mobilizes for Drill Program at Hecla-Kilmer

    2022-09-26 06:07:11

    VANCOUVER, British Columbia, Sept. 26, 2022 (GLOBE NEWSWIRE) — VR Resources Ltd. (TSX.V: VRR; FSE: 5VR; OTCQB: VRRCF) (the “Company” or “VR”) is pleased to announce the closing of two tranches of its previous announced Flow Through and Hard dollar financings. A third and final closing is anticipated for the week of October 4th, in concert with the planned start-up of the fall drill program at the Company’s discovery of high grade REE mineralization on its Hecla-Kilmer property in northern Ontario. In summary:

    • Closed the first tranche of its previously announced Flow Through private placement, consisting of 3,381,667 units at a price of $0.18 per Unit for total gross proceeds of $608,700. The balance of the private placement is confirmed and is anticipated to close as indicated above;

    • Closed the second tranche of its previously announced hard dollar private placement, consisting of 1,973,500 units at a price of $0.16 per Unit for total gross proceeds of $315,760;

    • Confirmed an award of $200,000 from the Ontario Government in Year Two of its OJEP critical metals grant program.

    Going Forward

    Mobilization is underway for the fall drill program at the Hecla-Kilmer critical metals discovery in northern Ontario. Drilling is expected to commence during the week of October 4th, and run for approximately four weeks. The objective is to complete additional drill holes into at least two of four areas where high grade rare earth element mineralization has been intersected at or near surface within the multiphase complex at H-K. The Company will also consider completing the first reconnaissance drill hole into its Northway target located approximately 15 km to the northeast of Hecla-Kilmer (see NR22-09, dated July 27, 2022).

    Supporting Information on Financings

    As described in full in previous news releases, NR22-11 on August 19 and NR22-13 on September 15, 2022, the units for both financings consist of one common share and one-half of a common share purchase warrant with each whole warrant entitling the holder to purchase an additional common share at $0.25 for a period of 18 months from the closing date.

    In connection with the tranches announced herein, the Company paid cash fees totaling $48,875 to certain finders.

    The securities that were issued under the Financing are subject to a four month hold period from the date of closing under Canadian securities law.

    VR will use the net proceeds of the Financing for its mineral exploration business, and including active exploration on various mineral properties held in Ontario, Canada, and Nevada, USA.

    The securities have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws, and may not be offered or sold in the “United States” or to “U.S. persons” (as such terms are defined in Regulation S under the U.S. Securities Act) without registration under the U.S. Securities Act and all applicable state securities laws or compliance with an exemption from such registration. 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 state in which such offer, solicitation or sale would be unlawful.

    Stock Option Allocation

    The Company has approved the allocation of 1,325,000 incentive stock options at a price of $0.16 and exercisable for a period of five years to various directors, officers and employees of the Company, and in accordance with the terms of the Company’s Stock Option Plan.

    About VR Resources

    VR is an established junior exploration company focused on greenfields opportunities in critical metals, copper and gold (TSX.V: VRR; Frankfurt: 5VR; OTCQB: VRRCF). VR is the continuance of 4 years of active exploration by a Vancouver-based private company. The diverse experience and proven track record of its Board in early-stage exploration, discovery and M&A is the foundation of VR. The Company is well-financed for its corporate obligations and mineral exploration plans, focused on underexplored, large-footprint mineral systems in the western United States and Canada. VR owns its properties outright and evaluates new opportunities on an ongoing basis, whether by staking or acquisition.

    The Company continues its normal course of business in 2022 within the framework of modified exploration programs in response to the COVID-19 pandemic, with the goal of ensuring the health and safety of staff and project personnel.

    ON BEHALF OF THE BOARD OF DIRECTORS:

    “Michael H. Gunning”
    _____________________________
    Dr. Michael H. Gunning, PhD, PGeo
    President & CEO

    Forward Looking Statements

    This press release contains forward-looking statements. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions or are those which, by their nature, refer to future events. Forward looking statements in this release, for example include but are not limited to the Company plans to carry out exploration on its various mineral properties held in Ontario, Canada, and Nevada, USA.

    Although the Company believes that the use of such statements is reasonable, there can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future performance, and that actual results may differ materially from those in forward-looking statements. Trading in the securities of the Company should be considered highly speculative.

    All of the Company’s filings can be accessed via www.sedar.com, and readers are urged to review these disclosure materials.

    Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in Policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release

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  • TinOne Resources Closes Oversubscribed Private Placement Financing For Gross Proceeds Of C$2,210,400

    TinOne Resources Closes Oversubscribed Private Placement Financing For Gross Proceeds Of C$2,210,400

    2022-08-22 14:11:59

    VANCOUVER, BC, Aug. 22, 2022 /CNW/ – TinOne Resources Inc. (TSXV: TORC) (OTCQB: TORCF) (“TinOne” or the “Company“) is pleased to announce that it has closed its final tranche of the oversubscribed non-brokered private placement that was previously announced on July 12, 2022 and July 20, 2022 raising an additional C$95,000. The Company overall raised gross proceeds of C$2,210,400 issuing a total of 22,104,000 units of the Company (the “Units“) at a price of C$0.10 per Unit (the “Financing“).

    “We are excited to announce the closing of the second and final tranche of the Financing,” commented Chris Donaldson, Executive Chairman of the Company. “Thanks to the continued support of our shareholders, advisors and insiders, TinOne is now able to continue its exploration program which is focussed on confirming and expanding upon the historical resource at the Great Pyramid tin project in Australia.” 

    Each Unit is comprised of one common share of the Company and one common share purchase warrant (the “Warrant“) of the Company. Each Warrant will entitle the holder to purchase one common share of the Company at an exercise price of C$0.20 for a period of 36 months following the closing date of the Financing.

    The Company paid cash finder’s fees equal to C$46,200 and issued 462,000 finders warrants of the Company, to acquire that number of common shares in the capital of the Company at C$0.20 per share, for a period of 36 months following the closing date of the Financing.

    The Financing is subject to the receipt of all necessary approvals, including the approval of the TSX Venture Exchange and necessary regulatory approvals.  All securities issued in connection with the Financing will be subject to a statutory hold period of four months plus a day from closing.  The first tranche has an expiry date of December 16, 2022 and the second and final tranche has an expiry date of December 23, 2022.

    The subscription by insiders pursuant to the Financing is considered to be a related party transaction subject to Multilateral Instrument 61-101. The Company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of Multilateral Instrument 61-101 on the basis that participation in the private placement by insiders will not exceed 25% of the fair market value of the Company’s market capitalization.

    Proceeds from the Financing will be used for exploration and working capital purposes.

    This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and applicable state securities laws.

    About TinOne

    TinOne is a TSX Venture Exchange listed Canadian public company with a high-quality portfolio of tin projects in the Tier 1 mining jurisdictions of Tasmania and New South Wales, Australia. The Company is focused on advancing its highly prospective portfolio while also evaluating additional tin opportunities.   TinOne is supported by Inventa Capital Corp.

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

    SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

    This news release includes certain “Forward‐Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward‐looking information” under applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target”, “plan”, “forecast”, “may”, “would”, “could”, “schedule” and similar words or expressions, identify forward‐looking statements or information. These forward‐looking statements or information relate to, among other things: the development of the Company’s projects, including drilling programs and mobilization of drill rigs; future mineral exploration, development and production; the release of drilling results; and completion of a drilling program.

    Forward‐looking statements and forward‐looking information relating to any future mineral production, liquidity, enhanced value and capital markets profile of TinOne, future growth potential for TinOne and its business, and future exploration plans are based on management’s reasonable assumptions, estimates, expectations, analyses and opinions, which are based on management’s experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances, but which may prove to be incorrect. Assumptions have been made regarding, among other things, the price of gold and other metals; no escalation in the severity of the COVID-19 pandemic; costs of exploration and development; the estimated costs of development of exploration projects; TinOne’s ability to operate in a safe and effective manner and its ability to obtain financing on reasonable terms.

    These statements reflect TinOne’s respective current views with respect to future events and are necessarily based upon a number of other assumptions and estimates that, while considered reasonable by management, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward‐looking statements or forward-looking information and TinOne has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: the Company’s dependence on early stage mineral projects; metal price volatility; risks associated with the conduct of the Company’s mining activities in Australia; regulatory, consent or permitting delays; risks relating to reliance on the Company’s management team and outside contractors; risks regarding mineral resources and reserves; the Company’s inability to obtain insurance to cover all risks, on a commercially reasonable basis or at all; currency fluctuations; risks regarding the failure to generate sufficient cash flow from operations; risks relating to project financing and equity issuances; risks and unknowns inherent in all mining projects, including the inaccuracy of reserves and resources, metallurgical recoveries and capital and operating costs of such projects; contests over title to properties, particularly title to undeveloped properties; laws and regulations governing the environment, health and safety; the ability of the communities in which the Company operates to manage and cope with the implications of COVID-19; the economic and financial implications of COVID-19 to the Company; operating or technical difficulties in connection with mining or development activities; employee relations, labour unrest or unavailability; the Company’s interactions with surrounding communities and artisanal miners; the Company’s ability to successfully integrate acquired assets; the speculative nature of exploration and development, including the risks of diminishing quantities or grades of reserves; stock market volatility; conflicts of interest among certain directors and officers; lack of liquidity for shareholders of the Company; litigation risk; and the factors identified under the caption “Risk Factors” in TinOne’s management discussion and analysis. Readers are cautioned against attributing undue certainty to forward‐looking statements or forward-looking information. Although TinOne has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be anticipated, estimated or intended. TinOne does not intend, and does not assume any obligation, to update these forward‐looking statements or forward-looking information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements or information, other than as required by applicable law.

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  • TinOne Resources Closes First Tranche Of Oversubscribed Private Placement Financing For Gross Proceeds Of C$2,154,400

    TinOne Resources Closes First Tranche Of Oversubscribed Private Placement Financing For Gross Proceeds Of C$2,154,400

    2022-08-15 12:45:11

    VANCOUVER, BC, Aug. 15, 2022 /CNW/ – TinOne Resources Inc. (TSXV: TORC) (“TinOne” or the “Company“) is pleased to announce that the non-brokered private placement financing, previously announced on July 12, 2022 and July 20, 2022, was oversubscribed and the first tranche has been closed, raising gross proceeds of C$2,115,400. A total of 21,154,000 units of the Company (the “Units“) were issued at a price of C$0.10 per Unit (the “Financing“).

    Each Unit is comprised of one common share of the Company and one common share purchase warrant (the “Warrant“) of the Company. Each Warrant will entitle the holder to purchase one common share of the Company at an exercise price of C$0.20 for a period of 36 months following the closing date of the Financing.

    The Company paid cash finder’s fees equal to $46,200 and issued 462,000 finders warrants of the Company, to acquire that number of common shares in the capital of the Company at $0.20 per share, for a period of 36 months following the closing date of the Financing.

    The Financing is subject to the receipt of all necessary approvals, including the approval of the TSX Venture Exchange and necessary regulatory approvals. All securities issued in connection with the Financing will be subject to a statutory hold period of four months plus a day from closing, expiring December 16, 2022.

    The subscription by insiders pursuant to the Financing is considered to be a related party transaction subject to Multilateral Instrument 61-101. The Company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of Multilateral Instrument 61-101 on the basis that participation in the private placement by insiders will not exceed 25% of the fair market value of the Company’s market capitalization.

    Proceeds from the Financing will be used for exploration and working capital purposes.

    This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and applicable state securities laws.

    About TinOne

    TinOne is a TSX Venture Exchange listed Canadian public company with a high-quality portfolio of tin projects in the Tier 1 mining jurisdictions of Tasmania and New South Wales, Australia. The Company is focused on advancing its highly prospective portfolio while also evaluating additional tin opportunities. TinOne is supported by Inventa Capital Corp.

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

    SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

    This news release includes certain “Forward‐Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward‐looking information” under applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target”, “plan”, “forecast”, “may”, “would”, “could”, “schedule” and similar words or expressions, identify forward‐looking statements or information. These forward‐looking statements or information relate to, among other things: the development of the Company’s projects, including drilling programs and mobilization of drill rigs; future mineral exploration, development and production; the release of drilling results; and completion of a drilling program.

    Forward‐looking statements and forward‐looking information relating to any future mineral production, liquidity, enhanced value and capital markets profile of TinOne, future growth potential for TinOne and its business, and future exploration plans are based on management’s reasonable assumptions, estimates, expectations, analyses and opinions, which are based on management’s experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances, but which may prove to be incorrect. Assumptions have been made regarding, among other things, the price of gold and other metals; no escalation in the severity of the COVID-19 pandemic; costs of exploration and development; the estimated costs of development of exploration projects; TinOne’s ability to operate in a safe and effective manner and its ability to obtain financing on reasonable terms.

    These statements reflect TinOne’s respective current views with respect to future events and are necessarily based upon a number of other assumptions and estimates that, while considered reasonable by management, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward‐looking statements or forward-looking information and TinOne has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: the Company’s dependence on early stage mineral projects; metal price volatility; risks associated with the conduct of the Company’s mining activities in Australia; regulatory, consent or permitting delays; risks relating to reliance on the Company’s management team and outside contractors; risks regarding mineral resources and reserves; the Company’s inability to obtain insurance to cover all risks, on a commercially reasonable basis or at all; currency fluctuations; risks regarding the failure to generate sufficient cash flow from operations; risks relating to project financing and equity issuances; risks and unknowns inherent in all mining projects, including the inaccuracy of reserves and resources, metallurgical recoveries and capital and operating costs of such projects; contests over title to properties, particularly title to undeveloped properties; laws and regulations governing the environment, health and safety; the ability of the communities in which the Company operates to manage and cope with the implications of COVID-19; the economic and financial implications of COVID-19 to the Company; operating or technical difficulties in connection with mining or development activities; employee relations, labour unrest or unavailability; the Company’s interactions with surrounding communities and artisanal miners; the Company’s ability to successfully integrate acquired assets; the speculative nature of exploration and development, including the risks of diminishing quantities or grades of reserves; stock market volatility; conflicts of interest among certain directors and officers; lack of liquidity for shareholders of the Company; litigation risk; and the factors identified under the caption “Risk Factors” in TinOne’s management discussion and analysis. Readers are cautioned against attributing undue certainty to forward‐looking statements or forward-looking information. Although TinOne has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be anticipated, estimated or intended. TinOne does not intend, and does not assume any obligation, to update these forward‐looking statements or forward-looking information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements or information, other than as required by applicable law.

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  • Group Eleven Resources Completes Drilling at Ballywire, Adds New License at Tullacondra and Proceeds with Drill Planning at Carrickittle West, PG West Project, Ireland

    Group Eleven Resources Completes Drilling at Ballywire, Adds New License at Tullacondra and Proceeds with Drill Planning at Carrickittle West, PG West Project, Ireland

    2022-08-09 03:12:04

    VANCOUVER, BC, Aug. 9, 2022 /CNW/ – Group Eleven Resources Corp. (TSXV: ZNG) (OTC: GRLVF) (FRA: 3GE) (“Group Eleven” or the “Company“) is pleased to provide an interim update on its zinc and copper exploration activities in the Republic of Ireland.

    Group Eleven Resources Corp. Logo (CNW Group/Group Eleven Resources Corp.)

    Highlights:

    • At the Ballywire zinc prospect (100%-interest PG West project), four holes (totalling approximately 1,400m) have now been completed, stepping out several hundred metres each from hole G11-468-02 (see news release dated September 7, 2021); assays are expected over the next 3-6 weeks

    • At the Carrickittle West zinc prospect (76.56% interest, Stonepark project, located adjacent to the PG West project), the Company has begun planning for a follow-up hole several hundred metres north of G11-2531-01 (see news release dated June 16, 2022); details and timing of this follow-up drill program will be announced in due course

    • At the Tullacondra copper-silver prospect (20km south of PG West project), Group Eleven entered into competition a number of months ago to acquire one extra prospecting license (“PL”) on the west side of the existing property boundary; the Company was successfully awarded this PL last week

    “We are very pleased with the steady progress made so far this year with our two-rig drill program, as well as, with our bolstered strategic position the Limerick region,” stated Bart Jaworski, CEO. “We are on-track to complete our 2022 drill program totalling over 6,000m. Drilling continues on several regional targets at PG West, to be followed by the completion of three remaining holes at Stonepark, as well as, follow-up drilling at Carrickittle. At Tullacondra, our expanded ground position covers the western extension of Waulsortian limestone, adding further compelling zinc exploration upside to what is already an exciting copper-silver prospect.”

    About Group Eleven Resources

    Group Eleven Resources Corp. (TSX.V: ZNG; OTC: GRLVF and FRA: 3GE) is a mineral exploration company focused on advanced stage zinc exploration in Ireland. Additional information about the Company is available at www.groupelevenresources.com.

    ON BEHALF OF THE BOARD OF DIRECTORS
    Bart Jaworski, P.Geo.
    Chief Executive Officer

    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.

    Cautionary Note Regarding Forward-Looking Information

    This press release contains forward-looking statements within the meaning of applicable securities legislation. Such statements include, without limitation, statements regarding the future results of operations, performance and achievements of the Company, including the timing, content, cost and results of proposed work programs, the discovery and delineation of mineral deposits/resources/ reserves and geological interpretations. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward looking statements as a result of various factors, including, but not limited to, variations in the nature, quality and quantity of any mineral deposits that may be located. All of the Company’s public disclosure filings may be accessed via www.sedar.com and readers are urged to review these materials, including the technical reports filed with respect to the Company’s mineral properties.

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  • Northern Dynasty Minerals Secures Innovative Royalty Agreement for Proceeds of Up to $60 Million on Non-Core Metals

    Northern Dynasty Minerals Secures Innovative Royalty Agreement for Proceeds of Up to $60 Million on Non-Core Metals

    2022-07-27 03:55:34

    This news release constitutes a “designated news release” for the purposes of the Company’s prospectus supplement dated June 21, 2021, to its short form base shelf prospectus dated July 2, 2020.

    VANCOUVER, BC / ACCESSWIRE / July 27, 2022 / Northern Dynasty Minerals Ltd. (TSX:NDM) (NYSE American:NAK) (“Northern Dynasty” or the “Company” or “NDM”) announces that it has entered into an agreement (the “Agreement”) with an investor (the “Royalty Holder”) to receive up to $60 million over the next two years, in return for the right to receive a portion of the future gold and silver production from the Pebble Project for the life of the mine. The Company received an initial payment of $12 million from the Royalty Holder concurrently with execution of the Agreement. All currency figures are U.S. dollars.

    “It has become clear to us that to develop a world-class mineral deposit like Pebble requires time, patience and sufficient liquidity to successfully navigate the established legal process and continue ongoing efforts to work with the people in the region,” said Ron Thiessen, Northern Dynasty President and CEO. “This financing, when completed, also gives us the financial wherewithal to keep fighting against what we consider to be unfounded interference by U.S. Federal Government agencies in an otherwise well-established, legal permitting process, as well as to deal with challenges from well-funded parties from outside the area that lack scientific or other factual studies to support their opposition.”

    Per the terms of the Agreement, the Royalty Holder made the initial payment of $12 million in exchange for the right to receive 2% of the payable gold production and 6% of the payable silver production from the Pebble Project, in each case after accounting for a notional payment by the Royalty Holder of $1,500 per ounce of gold and $10 per ounce of silver, respectively, for the life of the mine. If, in the future, spot prices exceed $4,000 per ounce of gold or $50 per ounce of silver, then the Company will share in 20% of the excess price for either metal. Additionally, the Company will retain a portion of the metal produced for recovery rates in excess of 60% for gold and 65% for silver, and so is incentivized to continually improve operations over the life of the mine.

    The Royalty Holder has the right to invest additional funds, in $12 million increments, to an aggregate total of $60 million, within two years of the date of the Agreement, in return for the right to receive up to 10% of the payable gold and up to 30% of the payable silver (in each case, in the aggregate) on the same terms as the first tranche.

    Subject to certain conditions, the Agreement does not restrict the Company’s ability to form partnerships to assist in the development of the Proposed Project, for example (but not restricted to) other mining companies or Alaska Native Corporations.

    “It was important to us that we improve our liquidity without issuing equity at what we consider depressed prices. We are pleased to reach an agreement that can raise significant capital over the next two years in return for the right to buy a small portion of future, non-core gold and silver production from the Proposed Project, while keeping 100% of the copper production,” added Adam Chodos, Executive Vice President of Corporate Development.

    “As I have said many times before, a large amount of copper is critical for the generation and transmission of electricity, and we believe the world needs to develop the few world-class copper assets that have been discovered in order to have any chance of meeting its green energy goals,” said Mr. Thiessen. “We are also convinced that the Pebble Project has been designed – and can be built and operated – safely, without harming the environment or the fishery, as clearly outlined in the Final Environmental Impact Statement of July 2020. The Pebble Project represents an enormous amount of value, both to Alaskans and to the rest of the U.S., and we believe that value should increase significantly as the expected supply/demand imbalance leads to future copper price increases.”

    About Northern Dynasty Minerals Ltd.

    Northern Dynasty is a mineral exploration and development company based in Vancouver, Canada. Northern Dynasty’s principal asset, owned through its wholly owned Alaska-based U.S. subsidiary, Pebble Limited Partnership, is a 100% interest in a contiguous block of 1,840 mineral claims in Southwest Alaska, including the Pebble deposit, located 200 miles from Anchorage and 125 miles from Bristol Bay. The Pebble Partnership is the proponent of the Pebble Project, an initiative to develop one of the world’s most important mineral resources.

    For further details on Northern Dynasty and the Pebble Project, please visit the Company’s website at www.northerndynastyminerals.com or contact Investor services at (604) 684-6365 or within North America at 1-800-667-2114. Review Canadian public filings at www.sedar.com and U.S. public filings at www.sec.gov.

    Ronald W. Thiessen
    President & CEO

    U.S. Media Contact:
    Dan Gagnier, Gagnier Communications (646) 569-5897

    Forward Looking Information and other Cautionary Factors

    This release includes certain statements that may be deemed “forward-looking statements” under the United States Private Securities Litigation Reform Act of 1995 and under applicable provisions of Canadian provincial securities laws. All statements in this release, other than statements of historical facts, which address permitting, development and production for the Pebble Project and the ability of the Company to successfully complete the full financing transaction discussed above (the “Royalty Financing”) are forward-looking statements. These include statements regarding (i) statements on the economic contribution of the Pebble Project to the Alaskan economy, which are based on the Company’s 2021 preliminary economic assessment of the Pebble Project (the “2021 PEA”) which is preliminary in nature, and the IHS Markit report, identified in NDM’s February 28, 2022 news release (the “IHS Markit Report”), (ii) the timing of the appeal process and the ability to successfully appeal the negative Record of Decision and secure the issuance of a positive Record of Decision by the USACE, (iii) the political and public support for the permitting process, (iv) the ability of the Pebble Project to ultimately secure all required federal and state permits, (v) future metals prices, including the price of copper, (vi) the right-sizing and de-risking of the Pebble Project, (vii) the design and operating parameters for the Pebble Project mine plan, including projected capital and operating costs, (viii) exploration potential of the Pebble Project, (ix) future demand for copper and gold, (x) the potential addition of partners in the Pebble Project, (ix) if permitting is ultimately secured, the ability to demonstrate that the Pebble Project is commercially viable, (xi) the EPA’s Proposed Determination process under the CWA and the impact of this process on the ability of the Pebble Partnership to develop the Pebble Project, (xii) the ability and timetable of NDM to develop the Pebble Project, and (iv) the future determinations of the Royalty Holder to increase its investment and the successful completion of the full Royalty Financing. Although NDM believes the expectations expressed in these forward-looking statements are based on reasonable assumptions, such statements should not be in any way be construed as guarantees that the Pebble Project will secure all required government permits, establish the commercial feasibility of the Pebble Project, achieve the required financing or develop the Pebble Project.

    Forward-looking statements are necessarily based upon a number of factors and assumptions that, while considered reasonable by NDM as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Assumptions used by NDM to develop forward-looking statements include the following assumptions, all of which are subject to risks (i) the assumptions underlying the 2021 PEA, and the assumptions related to the IHS Markit Report, (ii) the Pebble Project will ultimately obtain all required environmental and other permits and all land use and other licenses, (iii) any feasibility studies prepared for the development of the Pebble Project will be positive, (iv) NDM’s estimates of mineral resources will not change, and NDM will be successful in converting mineral resources to mineral reserves, (v) NDM will be able to establish the commercial feasibility of the Pebble Project, (vi) NDM will be able to secure the financing required to develop the Pebble Project, including the full Royalty Financing, and (vii) any action taken by the EPA in connection with the Proposed Determination will ultimately not be successfully in restricting or prohibiting development of the Pebble Project.

    The likelihood of future mining at the Pebble Project is subject to a large number of risks and will require achievement of a number of technical, economic and legal objectives, including (i) the 2021 PEA may not reflect the ultimate mine plan for the Pebble Project, (ii) obtaining necessary mining and construction permits, licenses and approvals without undue delay, including without delay due to third party opposition or changes in government policies, (iii) finalization of the mine plan for the Pebble Project, (iv) the completion of feasibility studies demonstrating that any Pebble Project mineral resources that can be economically mined, (v) completion of all necessary engineering for mining and processing facilities, (vi) the ability of NDM to secure a partner for the development of the Pebble Project, and (vii) receipt by NDM of significant additional financing, including the Royalty Financing to fund these objectives as well as funding mine construction, which financing may not be available to NDM on acceptable terms or on any terms at all. NDM is also subject to the specific risks inherent in the mining business as well as general economic and business conditions, such as the current uncertainties with regard to COVID-19. Investors should also consider the risk factors identified in its Annual Information Form for the year ended December 31, 2021, as filed on SEDAR and included in the Company’s annual report on Form 40-F filed by the Company with the SEC on EDGAR, and the Company’s Management Discussion and Analysis for the year ended December 31, 2021, as filed on SEDAR and EDGAR, for a discussion of the risks that may impact our forward-looking statements and the 2021 PEA.

    The National Environment Policy Act Environmental Impact Statement process requires a comprehensive “alternatives assessment” be undertaken to consider a broad range of development alternatives, the final project design and operating parameters for the Pebble Project and associated infrastructure may vary significantly from that currently contemplated.

    For more information on the Company, Investors should review the Company’s filings with the United States Securities and Exchange Commission at www.sec.gov and its home jurisdiction filings that are available at www.sedar.com.

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  • FenixOro Gold Closes First Tranche of Private Placement Gross Proceeds of $369,000 To Continue Drilling of Southern Block

    FenixOro Gold Closes First Tranche of Private Placement Gross Proceeds of $369,000 To Continue Drilling of Southern Block

    2022-07-05 13:28:30

    TORONTO, July 05, 2022 (GLOBE NEWSWIRE) — FenixOro Gold Corp. (CSE: FENX; OTCQB: FDVXF; Frankfurt: 8FD) (the “Company”) is pleased to announce that it has closed the first tranche of its non-brokered private placement (the “Private Placement“), previously announced on June 15, 2022. The Company has issued a total 2,050,000 Units (“Units“) at a subscription price of $0.18 per Unit for gross proceeds of $369,000 in this first tranche. Each Unit consists of one common share of the Company and one common share purchase warrant, with each warrant being exercisable for one additional common share at an exercise price of $0.23 for a period of two years from their date of issuance.

    The Company intends to use the net proceeds of the Private Placement to continue its Phase 2 drilling program at the Abriaqui Project, with a focus on the area surrounding the newly discovered Prospera Vein (for further information see the Company’s press release of June 9, 2022). The Prospera discovery is significant in that it is near the top of a ridge in the southern block and has shown the highest grades of gold and silver ever recorded on the project. Over a continuous 100 meter sampling of the mine working the massive sulfide core averages 39.2 g/t gold (1.26 oz/t) and 254 g/t silver (8.17 oz/t).

    Directors and officers of the Company acquired 800,000 Units pursuant to Private Placement, for aggregate gross proceeds of $144,000. This subscription of Units by insiders constitutes a “related party transaction” under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). However, the related party transaction is exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to subsection 5.5(a) of MI 61-101, and exempt from the minority approval requirements of Section 5.6 of MI 61-101 pursuant to subsection 5.7(1)(a) of MI 61-101. A material change report was not filed more than 21 days prior to closing as contemplated by the related party transaction requirements under MI 61-101 as the insider participation was only recently confirmed.

    The Company intends to complete a second tranche closing of the Private Placement in the coming weeks for anticipated additional gross proceeds of up to $2.6 million.

    All securities issued pursuant to the Private Placement are subject to a statutory hold period of four months and one day from the date of issuance.

    About FenixOro Gold Corp.

    FenixOro Gold Corp is a Canadian company focused on acquiring gold projects with world class exploration potential in the most prolific gold producing regions of Colombia. FenixOro’s flagship property, the Abriaqui project, is located 15 km west of Continental Gold’s Buritica project in Antioquia State at the northern end of the Mid-Cauca gold belt, a geological trend which has seen multiple large gold discoveries in the past 10 years including Buritica and Anglo Gold’s Nuevo Chaquiro and La Colosa. As documented in “NI 43-101 Technical Report on the Abriaqui project Antioquia State, Colombia” (December 5, 2019), the geological characteristics of Abriaqui and Buritica are very similar. The report also documents the high gold grade at Abriaqui with samples taken from 20 of the veins assaying greater than 20 g/t gold. A Phase 1 drilling program has been completed at Abriaqui resulting in a significant discovery (see Press Releases March 19 and September 28, 2021). The Phase 2 drilling campaign has recently begun.

    FenixOro’s VP of Exploration, Stuart Moller, led the discovery team at Buritica for Continental Gold in 2007-2011. At the time of its latest report, the Buritica Mine contains measured plus indicated resources of 5.32 million ounces of gold (16.02 Mt grading 10.32 g/t) plus a 6.02 million ounce inferred resource (21.87 Mt grading 8.56 g/t) for a total of 11.34 million ounces of gold resources. Buritica began formal production in November 2020 and has expected annual average production of 250,000 ounces at an all-in sustaining cost of approximately US$600 per ounce. Resources, cost and production data are taken from Continental Gold’s “NI 43-101 Buritica Mineral Resource 2019-01, Antioquia, Colombia, 18 March, 2019”. Continental Gold was recently the subject of a takeover by Zijin Mining in an all-cash transaction valued at C$1.4 billion.

    Neither the Canadian Securities Exchange nor its Market Regulator (as defined in the policies of the Canadian Securities Exchange) accept responsibility for the adequacy or accuracy of this release.

    FenixOro Gold Corp

    82 Richmond St. E.
    Toronto, ON
    Telephone: 1-833-ORO-GOLD

    John Carlesso, CEO
    Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
    Website: www.FenixOro.com

    Cautionary Statement on Forward-Looking Information

    This news release contains certain “forward-looking information” within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of FenixOro’s control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “will”, “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”. The forward-looking information and forward-looking statements contained herein include, but are not limited to information concerning the closing of subsequent tranches of the Private Placement, and the development of the Abriaqui Project. Although FenixOro believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. In particular, there is no guarantee that Abriaqui will produce viable quantities of minerals, that the Company will pursue Abriaqui or that any mineral deposits will be found, or that future tranches of the Private Placement will close. The forward-looking information and forward-looking statements contained in this news release are made as of the date of this press release, and FenixOro does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.

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  • Abcourt Mines Announces a Private Placement for Gross Proceeds of up to $2.25 Million and Provides Update on the Company’s Activities

    Abcourt Mines Announces a Private Placement for Gross Proceeds of up to $2.25 Million and Provides Update on the Company’s Activities

    2022-07-05 06:35:13

    Rouyn-Noranda, Canada – TheNewswire – July 5, 2022 – Abcourt Mines Inc. (“Abcourt” or the “Company”) (TSXV:ABI) (OTC:ABMBF) is pleased to announce a non-brokered private placement for gross proceeds of up to C$2,250,000 (the “Offering”) from the sale of the following:

    • up to 15,384,615 units of the Company (each, a “Unit”) at a price of C$0.065 per Unit for gross proceeds of up to C$1,000,000 from the sale of Units; and 

    • up to 15,625,000 flow-through units of the Company (each, a “FT Unit”, and collectively with the Units, the “Offered Securities”) at a price of C$0.08 per FT Unit for gross proceeds of up to C$1,250,000 from the sale of FT Units. 

    Each Unit will consist of one class B common share of the Company (each a “Common Share”) and one Common Share purchase warrant (each, a “Warrant”). Each FT Unit will consist of one Common Share of the Company to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (each, a “FT Share”) and one Warrant. Each Warrant shall entitle the holder to purchase one Common Share of the Company (each, a “Warrant Share”) at a price of C$0.15 until no later than 36 months after the issue date of the Warrant.

    A cash commission equal to 6.0% of the gross proceeds from the Offering and Warrants to acquire that number of Units which is equal to 6.0% of the number of Offered Securities will be payable to Red Cloud Securities Inc. (the “Finder”), as finder’s fees at closing of the Offering, for subscriptions sourced by the Finder.

    The net proceeds raised from the Offering will be used for the advancement of the Company’s projects and for working capital purposes. Proceeds from the sale of FT Shares will be used to incur “Canadian exploration expenses” as defined in subsection 66.1(6) of the Income Tax Act and “flow through mining expenditures” as defined in subsection 127(9) of the Income Tax Act (“Qualifying Expenditures”). Such proceeds will be renounced to the subscribers with an effective date not later than December 31, 2022, in the aggregate amount of not less than the total amount of gross proceeds raised from the issue of FT Shares.

    The closing of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange. The Unit Shares, FT Shares, Warrants and Warrant Shares will have a hold period of four months and one day from their issue date.

    This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Offered Securities, nor shall there be any sale of the Offered Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The Offered Securities being offered will not be, and have not been, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, a U.S. person.

    UPDATE on the acquisition of Pershimex

    On June 9, Abcourt entered into a non-binding letter of intent (“LOI”) with Pershimex Resources Corporation (Pershimex). Both companies are continuing their best efforts and have agreed to extend the date in order to finalize the merger agreement and other documents related to the transaction. The parties agree to prepare and transmit the various documents necessary for the holding of a meeting of shareholders of Pershimex during the month of September and thus conclude the transaction no later than September 30, 2022. By mutual agreement, the period Pershimex’s exclusivity with Abcourt is also extended for the time necessary to establish the final terms of the transaction.

    UPDATE on Sleeping giant mine

    The Company is progressing on the start of Sleeping Giant Mine.  Two key elements are:

    First, a mineral resource update to include all the identified gold mineralization from the upper levels since the last resource update in 2019.  The company gave the mandate to the independent consulting firm, Innov-Explo, based in Val-d’Or, Québec.  The consultant is currently building the digital 3D geology model which will be the basis to update the resource.

    Secondly, the Company will seek permits to build a sleep camp facility near the mine site in order to lodge, and attract employees from the entire region of Abitibi to build and operate the mine.  In the past, employees were commute by bus from the nearest city 80 km away.  This former business model would not work in this current labour market.  Currently, there is a small lodging facility to accommodate a small workforce to advance the engineering and geology works.

    The Company is working with all his stakeholders to advance this project and will provide update to the investors as we advance it.

    About Abcourt Mines Inc.

    Abcourt Mines Inc. is a gold producer and a Canadian exploration corporation with strategically located properties in northwestern Québec, Canada. Abcourt owns the Sleeping Giant mill and mine where it concentrates its activities.

    For more information about Abcourt Mines Inc., please visit our web site at www.abcourt.com 

    and consult our filings under Abcourt’s profile on www.sedar.com.




    Pascal Hamelin

    President and CEO

    T: (819) 768-2857

    E: This email address is being protected from spambots. You need JavaScript enabled to view it. 

    Dany Cenac Robert, Investor Relations

    Reseau ProMarket Inc.,

    T: (514) 722-2276, post 456

    E: This email address is being protected from spambots. You need JavaScript enabled to view it. 

    Cautionary Note Regarding Forward-Looking Statements 

    Certain information contained herein may constitute “forward-looking information” or “forward-looking statements” under Canadian securities legislation. Generally, forward-looking information can be identified by words such as “pro forma”, “plans”, “expects”, “may”, “should”, “could”, “will”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, or variations including negative variations thereof of such words and phrases that refer to certain actions, events or results that may, occur or be taken or achieved. Such forward-looking statements, including but not limited to statements relating to: the ability of the Parties to satisfy the conditions precedent to the Transaction; the anticipated closing, timing, benefits and effects of the Transaction; and expected development and operations, involve risks, uncertainties and other factors which may cause the actual results to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Such factors include, among others, the terms of the Amalgamation Agreement including the exercise of any termination rights, the inability of the Parties to satisfy or waive in a timely manner the conditions to the closing of the Transaction, the inability of the Corporation to realize the benefits of the Transaction, the risks related to the exploration, development and mining operations; the impacts of macroeconomic developments as well as the impact of the COVID-19 pandemic; and any material adverse effect on the business, properties and assets of the Corporation. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. The Corporation will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.

    The TSX Venture Exchange and its regulatory service provider (as defined in the policies of the TSX Venture Exchange) assume no responsibility for the adequacy or accuracy of this press release.


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  • Arctic Star Exploration Announces Fully-Subscribed Non-Brokered Private Placement of Units for Gross Proceeds of $1,000,000

    Arctic Star Exploration Announces Fully-Subscribed Non-Brokered Private Placement of Units for Gross Proceeds of $1,000,000

    2022-06-22 11:49:00

    June 22, 2022 – TheNewswire – Vancouver, British Columbia – Arctic Star Exploration Corp.  (TSXV:ADD) (FRANKFURT:82A1) (WKN:A2DFY5) (“Arctic Star” or the “Company”) further to the Company’s news release dated June 21, 2022, Arctic Star is pleased to confirm that its non-brokered private placement (the “Private Placement”) of units of the Company (the “Units”) at a price of $0.07 per Unit, for gross proceeds of up to $1,000,000 is fully subscribed.

    Each Unit will be comprised of one common share in the capital of the Company (each, a “Share”) and one non-transferable share purchase warrant (each, a “Warrant”). Each Warrant is exercisable to purchase one additional Share for a period of 24 months from the closing date at an exercise price of $0.10 per Share.

    The Warrants will contain an accelerated option clause that states that if the Shares close at or above $0.30 for 5 consecutive trading days on the TSX Venture Exchange (the “TSXV”), then the Warrants must be exercised within a 60 day period by the warrant holders, or failing which, the Warrants shall expire as null and void.

    Subject to conditional approval of the TSXV, the Company expects to close the Private Placement in the week of June 27, 2022.

    Closing of the Private Placement is subject to certain customary conditions, including, without limitation, approval of the TSXV. The securities to be issued under the Private Placement will be offered by way of private placement in the provinces of British Columbia, Alberta, and Ontario and such other provinces or territories of Canada as may be determined by the Company, in each case, pursuant to applicable exemptions from the prospectus requirements under applicable securities laws. Securities issued under the Private Placement will be subject to a hold period which will expire four months and one day from the date of closing of the Private Placement.

    The Company intends to use the net proceeds from the Private Placement to carry out exploration on its Diagras Joint Venture (81.5% Arctic Star) and for general and corporate purposes.

    Kimberlite samples from the Arbutus kimberlite and Sequoia kimberlite have arrived at the SRC (Saskatchewan Research Council) Diamond laboratory in Saskatoon and processing has commenced. The first set of diamond results are expected mid-July.

    About Arctic Star

    Arctic Star is predominantly a diamond explorer, recently discovering 6 new kimberlites in the prolific Lac De Gras kimberlite field that supports 2 multi-billion dollar kimberlite mining complexes. The Company also has a 958 Ha Exploration permit containing several diamond-bearing kimberlites on its Timantti project, Kuusamo Finland. Arctic Star has optioned its Stein diamond project in Nunavut to GGL diamonds who plans to work once Covid restrictions lift. The Company continues to look for appropriate diamond opportunities elsewhere.

    The Diagras project is a joint venture between Arctic Star Exploration Corp. (currently 81.5%) and Margaret Lake Diamonds Inc. (currently 18.5%).

    ON BEHALF OF THE BOARD OF DIRECTORS OF
    ARCTIC STAR EXPLORATION CORP.

    “Patrick Power”

    Patrick Power, President & CEO
    +1 (604) 218-8772
    This email address is being protected from spambots. You need JavaScript enabled to view it. 

    This news release contains “forward-looking statements” including but not limited to statements with respect to Arctic Star’s plans, the Private Placement and the use of proceeds. Forward-looking statements, while based on management’s best estimates and assumptions, are subject to risks and uncertainties that may cause actual results to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: risks related to the completion of the Private Placement and our plan to use all or some portion of the proceeds for exploration on the Diagras Diamond Project. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Factors that could affect our plans include the possibility that we do not receive final TSXV approval for the Private Placement or we are unable to raise all of the funds we are seeking to raise, in which event we may require all funds raised, if any, to be used for working capital rather than for exploration on the Diagras Diamond Project; and our proposed use of proceeds is subject to receipt of TSXV approval. Accordingly, readers should not place undue reliance on forward-looking statements. Arctic Star undertakes no obligation or responsibility to update forward-looking statements, except as required by law.

    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.


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  • Condor Gold Closes Previously Announced Private Placement of Units for Aggregate Gross Proceeds of £3.25 Million

    Condor Gold Closes Previously Announced Private Placement of Units for Aggregate Gross Proceeds of £3.25 Million

    2022-06-17 04:14:40

    LONDON, June 17, 2022 (GLOBE NEWSWIRE) — Condor Gold (AIM: CNR; TSX: COG) is pleased to announce the closing of its previously announced placing of 11,607,149 units of the Company (“Units”) at a price of 28p per Unit (the “Placing”), including a Directors subscription of 1,833,573 Units, for aggregate gross proceeds of £3.25 million before expenses (the “Proceeds”).

    Each Unit is comprised of one ordinary share of 20p each in the Company (each, an “Ordinary Share”) and one-half of one Ordinary Share purchase warrant (each whole Ordinary Share purchase warrant, a “Warrant”). Each Warrant, which is unlisted and fully transferable, entitles the holder thereof to purchase one Ordinary Share at a price of 35p for a period of 36 months from the date on which the shares are issued pursuant to the Placing.

    The Proceeds have been received by the Company, and the Placing Shares were admitted to trading on AIM on 17 June 2022.

    TSX Matters

    The Company is relying on the exemption provided for pursuant to Section 602.1 of the TSX Company Manual (the “Manual”) from the requirements of the Manual and the Toronto Stock Exchange (the “TSX”) related to the Placing, as the Company is an “Eligible Interlisted Issuer” as defined in the Manual.

    For further information please visit www.condorgold.com or contact:

    Condor Gold plc Mark Child, Chairman and CEO

    +44 (0) 20 7493 2784

    		  
    Beaumont Cornish Limited Roland Cornish and James Biddle

    +44 (0) 20 7628 3396

    		  
    SP Angel Corporate Finance LLP Ewan Leggat

    +44 (0) 20 3470 0470

    		  
    H&P Advisory Limited Andrew Chubb and Nilesh Patel

    +44 207 907 8500

    		  
    BlytheRay Tim Blythe and Megan Ray

    +44 (0) 20 7138 3204

    		  

    About Condor Gold plc:

    Condor Gold plc was admitted to AIM in May 2006 and dual listed on the TSX in January 2018. The Company is a gold exploration and development company with a focus on Nicaragua.

    In August 2018, the Company announced that the Ministry of the Environment in Nicaragua had granted the Environmental Permit (“EP”) for the development, construction and operation of a processing plant with capacity to process up to 2,800 tonnes per day at its wholly-owned La India gold Project (“La India Project”). The EP is considered the master permit for mining operations in Nicaragua. Condor has purchased a new SAG Mill, which has mainly arrived in Nicaragua. Site clearance and preparation is at an advanced stage.

    La India Project contains a Mineral Resource of 9,850 Kt at 3.6 g/t gold for 1.14 M oz gold in the Indicated category and 8,479 Kt at 4.3 g/t gold for 1.18 M oz gold in the Inferred category. A gold price of $1,500/oz and a cut-off grade of 0.5 g/t and 2.0 g/t gold were assumed for open pit and underground resources, respectively. A cut-off grade of 1.5 g/t gold was furthermore applied within a part of the Inferred Resource. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. There is no certainty that any part of the Mineral Resources will be converted to Mineral Reserves.

    Environmental Permits were granted in April and May 2020 for the Mestiza and America open pits respectively, both located close to La India. The Mestiza open pit hosts 92 Kt at a grade of 12.1 g/t gold (36,000 oz contained gold) in the Indicated Mineral Resource category and 341 Kt at a grade of 7.7 g/t gold (85,000 oz contained gold) in the Inferred Mineral Resource category. The America open pit hosts 114 Kt at a grade of 8.1 g/t gold (30,000 oz) in the Indicated Mineral Resource category and 677 Kt at a grade of 3.1 g/t gold (67,000 oz) in the Inferred Mineral Resource category. Following the permitting of the Mestiza and America open pits, together with the La India Open Pit Condor has 1.12 M oz gold open pit Mineral Resources permitted for extraction.

    Disclaimer

    Neither the contents of the Company’s website nor the contents of any website accessible from hyperlinks on the Company’s website (or any other website) is incorporated into, or forms part of, this announcement.

    Qualified Persons

    The technical and scientific information in this press release has been reviewed, verified and approved by Andrew Cheatle, P.Geo., who is a “qualified person” as defined by NI 43-101 and Gerald D. Crawford, P.E., who is a “qualified person” as defined by NI 43-101 and is the Chief Technical Officer of Condor Gold plc.

    Technical Information

    Certain disclosure contained in this news release of a scientific or technical nature has been summarised or extracted from the technical report entitled “Technical Report on the La India Gold Project, Nicaragua, October 2021”, dated October 22, 2021, with an effective date of September 9, 2021 (the “Technical Report”), prepared in accordance with NI 43-101. The Technical Report was prepared by or under the supervision of Tim Lucks, Principal Consultant (Geology & Project Management), Gabor Bacsfalusi, Principal Consultant (Mining), Benjamin Parsons, Principal Consultant (Resource Geology), each of SRK Consulting (UK) Limited, and Neil Lincoln of Lycopodium Minerals Canada Ltd., each of whom is an independent “qualified person” as defined by NI 43-101.


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  • Brunswick Exploration Announces Closing of Private Placements for Aggregate Proceeds of $3.34 Million

    Brunswick Exploration Announces Closing of Private Placements for Aggregate Proceeds of $3.34 Million

    2022-05-20 07:23:34

    MONTREAL, May 20, 2022 (GLOBE NEWSWIRE) — Brunswick Exploration Inc. (“Brunswick” or the “Corporation”) (TSX-V: BRW) is pleased to announce that it has closed its previously announced non-brokered private placements for aggregate gross proceeds of $3,342,695, consisting of the issuance of (i) 6,142,401 units of the Corporation (each, a “Unit“) at a price of $0.175 per Unit, for gross proceeds of $1,075,170 and (ii) 11,337,625 Canadian flow-through shares of the Corporation (the “FT Shares”), at a price of $0.20 per FT Share, for gross proceeds of $2,267,525 (collectively, the “Offerings“).

    Each Unit consists of one common share of the Corporation (each, a “Common Share“) and one-half of one common share purchase warrant of the Corporation (each whole warrant, a “Warrant“). Each Warrant entitles the holder thereof to acquire one Common Share at a price of $0.23 for a 24-month period following the closing date of the Offerings.

    The net proceeds from the Offerings are expected to be used by the Corporation for the exploration of the Québec, New Brunswick and Nova Scotia properties, as well as general corporate purposes.

    In connection to this Offerings, the Corporation paid cash finders fees of $41,726.

    The Insiders’ participation for $105,000 is exempt from the formal valuation and minority shareholder approval requirements provided under Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions (“Regulation 61-101”) in accordance with sections 5.5(a) and 5.7(1)(a) of Regulation 61-101. The exemption is based on the fact that neither the fair market value of the private placements, nor the consideration paid by such Insiders exceeds 25% of the market capitalization of Brunswick.

    The Offerings were carried out pursuant to prospectus exemptions of applicable securities laws and are subject to final acceptance by the TSX Venture Exchange. All securities issuable pursuant to the Offerings are subject to a statutory 4-month hold period expiring on September 18, 2022 and September 21, 2022 in accordance with applicable securities legislation.

    As a result of the Offerings, 148,861,738 common shares of the Corporation are issued and outstanding.

    About Brunswick

    The Corporation is a Montreal-based mineral exploration venture listed on the TSX Venture Exchange under symbol BRW. The Corporation is focused on grassroot exploration for metals necessary to decarbonization and energy transition with a particular focus on lithium, tin, nickel and copper. The Corporation is focused on rapidly advancing the most extensive grassroot lithium exploration claim package in Eastern Canada.

    Investor Relations/information:

    Mr. Killian Charles, President
    Telephone: (514) 861-4441
    This email address is being protected from spambots. You need JavaScript enabled to view it.

    Cautionary Statement on Forward-Looking Information

    This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation based on expectations, estimates and projections as at the date of this news release. Any information contained herein that is not based on historical facts may be deemed to constitute forward looking information within the meaning of Canadian securities laws. Forward-looking information may be based on expectations, estimates and projections as at the date of this news release, and may be identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions. Forward-looking information may include, but is not limited to: the intended use of proceeds of the Offerings and the receipt of final approval from the TSX Venture Exchange. Investors are cautioned that forward-looking information is not based on historical facts but instead reflects estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the information is provided.

    Although the Corporation believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance, or achievements of the Corporation and no assurance can be given that such events will occur in the disclosed time frames or at all. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information include but are not limited to: the decision by management of the Corporation to utilize the proceeds of the Offerings in a different manner than described herein; and changing global financial conditions, especially in light of the COVID-19 global pandemic; and those risks set out in the Corporation’s public documents filed on SEDAR at www.sedar.com.The Corporation disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

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

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  • Arctic Star Exploration Closes Final Tranche of Private Placement and Raises Total Gross Proceeds of Approximately $3.4 Million

    Arctic Star Exploration Closes Final Tranche of Private Placement and Raises Total Gross Proceeds of Approximately $3.4 Million

    2022-05-12 15:10:35

    May 12, 2022 – TheNewswire – Vancouver, British Columbia – Arctic Star Exploration Corp. (TSXV:ADD), (Frankfurt:82A1), (WKN:A2DFY5) (“Arctic Star” or the “Company”) is pleased to announce that the Company has closed the third and final tranche (the “Final Tranche”) of its non-brokered private placement (the “Private Placement”) of flow-through units (the “FT Units”) and non-flow through units (the “Non-FT Units” and, together with the FT Units, the “Units”).

    Pursuant to the Final Tranche, the Company issued 18,316,998 Non-FT Units, at $0.07 per Non-FT Unit, for additional proceeds of $1,282,189.86, and 1,537,500 FT Units, at $0.08 per FT Unit, for additional proceeds of $123,000.  In total, under all tranches of the Private Placement the Company issued 39,175,285 Non-FT Units (for gross proceeds of $2,742,269.95) and 8,262,500 FT Units (for gross proceeds of $661,000).

    Upon closing the Final Tranche, the Company issued a total of 47,427,785 common shares in the share capital of the Company (the “Shares”) and 43,306,535 non-transferable share purchase warrants (the “Warrants”) in the Private Placement.  8,262,500 Shares in the Private Placement were issued as part of the FT Units and were issued as “flow-through shares” within the meaning of the Income Tax Act (Canada).

    The Warrants issued in the Final Tranche are exercisable to purchase 18,316,998 at $0.10 per Share (for the Warrants issued as part of the Non-FT Units), and 768,750 Shares, at $0.15 per Share (for the Warrants issued as part of the FT Units), until May 12, 2024 or earlier subject to an accelerated option clause (the “Acceleration Clause”). Pursuant to the Acceleration Clause, if the Shares close at or above $0.30 for five consecutive trading days on the TSX Venture Exchange (the “TSXV”), then the Warrants must be exercised within a 60-day period by the warrant holders, or failing which, the Warrants shall expire as null and void.

    In connection with the closing of the Final Tranche, the Company paid cash finders’ fees of $52,210.80 and issued 735,749 non-transferable share purchase warrants (the “Finder’s Warrants”) to certain eligible finders. The Finders’ Warrants are exercisable to purchase 664,499 Shares at $0.10 per Share and 71,250 Shares at $0.15 per Share. The Finder’s Warrants expire on May 12, 2024 or earlier subject to the Acceleration Clause.

    All securities issued in connection with the first tranche of the Private Placement are subject to a statutory hold period expiring on September 13, 2022 in accordance with applicable securities legislation.

    The Company intends to use the net proceeds from the Private Placement to carry out exploration on its Diagras Joint Venture (81.5% Arctic Star). The plan is to complete 10 holes at the diamond-bearing Sequoia Kimberlite complex and the program commenced in April of this year (see the Company’s news release dated April 26, 2022). This drilling will help define the size of the complex, the micro-diamond grade, and geology. After drilling at Sequoia, the drill is expected to be deployed to discover new kimberlites. Phase 1 of the airborne survey completed coverage of 46% of the property in late 2021. The Company’s geophysical consultants have selected over 33 possible kimberlite targets from a review of this work and ground crews are expected to be deployed to follow these up. Phase 2 of  the airborne survey is also expected to be completed.

    A portion of the net proceeds from the Non-FT Units will be used for general and corporate purposes including, but not limited to, funding a six-month executive advertising package ($90,000 plus applicable tax) with CEO.CA Technologies Inc. 1

    ON BEHALF OF THE BOARD OF DIRECTORS OF
    ARCTIC STAR EXPLORATION CORP.

    “Patrick Power”

    Patrick Power, President & CEO
    +1 (604) 218-8772
    This email address is being protected from spambots. You need JavaScript enabled to view it. 

    This news release contains “forward-looking statements” including but not limited to statements with respect to Arctic Star’s plans, the private placement and the use of proceeds. Forward-looking statements, while based on management’s best estimates and assumptions, are subject to risks and uncertainties that may cause actual results to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: risks related to the completion of the Private Placement and our plan to use all or some portion of the proceeds for exploration on the Diagras Diamond Project. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Factors that could affect our plans include the possibility that we do not receive final TSXV approval for the Private Placement or we are unable to raise all of the funds we are seeking to raise, in which event we may require all funds raised, if any, to be used for working capital rather than for exploration on the Diagras Diamond Project; and our proposed use of proceeds is subject to receipt of TSXV approval.  Accordingly, readers should not place undue reliance on forward-looking statements. Arctic Star undertakes no obligation or responsibility to update forward-looking statements, except as required by law.

    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.S

    1 Such executive advertising package is designed to solely raise public awareness of the Company.


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  • Arctic Star Exploration Provides Update on Private Placement for Gross Proceeds of up to $3,800,000

    Arctic Star Exploration Provides Update on Private Placement for Gross Proceeds of up to $3,800,000

    2022-05-02 16:19:09

    May 2, 2022 – TheNewswire – Vancouver, British Columbia – Arctic Star Exploration Corp.  (TSXV:ADD) (Frankfurt:82A1) (WKN:A2DFY5) (“Arctic Star” or the “Company”) announces that it has received TSX Venture Exchange (“TSXV”) approval to re-allocate a further $500,000 from the number of flow-through units (the “FT Units”) to the non-flow through units (the “Non-FT Units” and, together with the FT Units, the “Units”) to be sold under its non-brokered private placement (the “Private Placement”) originally announced in the Company’s news releases dated February 10, 2022. The total dollar amount of the Private Placement remains unchanged at up to $3,800,000.

    The Private Placement now consists of:

    • up to 38,571,429 Non-FT Units at $0.07 per Non-FT Unit for gross proceeds of up to $2,700,000.03; and 

    • up to 13,750,000 FT Units at $0.08 per FT Unit for gross proceeds of up to $1,100,000. 

    Pursuant to tranche 1 and tranche 2 of the Private Placement, the Company has sold and issued:

    • 20,858, 287 Non-FT Units (leaving a balance of up to 17,713,142 Non-FT Units); and 

    • 6,725,000 FT Units (leaving a balance of up to 7,025,000 FT Units). 

    The Company expects to close the third and final tranche of the Private Placement on or before May 6, 2022.

    For further details on the Private Placement, see the Company’s news releases dated February 10, 2022, February 28, 2022, March 11, 2022, April 14, 2022 and April 22, 2022, each filed under the Company’s profile on SEDAR at https://www.sedar.com.

    Closing of the Private Placement is subject to certain customary conditions, including, without limitation, approval of the TSXV. The securities to be issued under the Private Placement will be offered by way of private placement in the provinces of British Columbia, Alberta and Ontario and such other provinces or territories of Canada as may be determined by the Company, in each case, pursuant to applicable exemptions from the prospectus requirements under applicable securities laws. Securities issued under the Private Placement will be subject to a hold period which will expire four months and one day from the date of closing of the Private Placement.

    ON BEHALF OF THE BOARD OF DIRECTORS OF
    ARCTIC STAR EXPLORATION CORP.

    “Patrick Power”

    Patrick Power, President & CEO
    +1 (604) 218-8772
    This email address is being protected from spambots. You need JavaScript enabled to view it. 

    This news release contains “forward-looking statements” including but not limited to statements with respect to Arctic Star’s plans, the private placement and the use of proceeds. Forward-looking statements, while based on management’s best estimates and assumptions, are subject to risks and uncertainties that may cause actual results to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: risks related to the completion of the Private Placement and our plan to use all or some portion of the proceeds for exploration on the Diagras Diamond Project. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Factors that could affect our plans include the possibility that we do not receive final TSXV approval for the Private Placement or we are unable to raise all of the funds we are seeking to raise, in which event we may require all funds raised, if any, to be used for working capital rather than for exploration on the Diagras Diamond Project; and our proposed use of proceeds is subject to receipt of TSXV approval. Accordingly, readers should not place undue reliance on forward-looking statements. Arctic Star undertakes no obligation or responsibility to update forward-looking statements, except as required by law.

    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.


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  • Belmont Resources Arranges 2,511,500 Warrants Exercising – Proceeds of $125,575

    Belmont Resources Arranges 2,511,500 Warrants Exercising – Proceeds of $125,575

    2022-05-02 05:08:19

    May 2, 2022 – TheNewswire – Vancouver, B.C., Canada – Belmont Resources Ltd. (“Belmont” or the “Company”) (TSXV:BEA) (FSE:L3L2) is pleased to announced they helped to arrange the exercising of 2,511,500 warrants in April 2022;  exercised at $0.05 per share for gross proceeds of $125,575.  

    A Thank You to shareholders & investors for continued support of Belmont as we move forward on the completion of our 1st phase CBC-B.C. (copper/gold) drilling program, and continued drilling on our Lone Star-Washington (copper/gold) joint venture drilling, as well as the upcoming Kibby Basin-Nevada (lithium) joint venture drilling program.

    Our joint venture partner Marquee Resources Ltd. (ASX: MQR) anticipates the starting of drilling approximately 3,000 metres on the Kibby Basin lithium project by mid May 2022.

    The Belmont project portfolio:

    Junior Mining Network

    ON BEHALF OF THE BOARD OF DIRECTORS

    “George Sookochoff”

    George Sookochoff, CEO/President

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

    This Press Release may contain forward-looking statements that may involve a number of risks and uncertainties, based on assumptions and judgments of management regarding future events or results that may prove to be inaccurate as a result of exploration and other risk factors beyond its control.   Actual events or results could differ materially from the Companies forward-looking statements and expectations.  These risks and uncertainties include, among other things, that we may not be able to obtain regulatory approval; that we may not be able to raise funds required, that conditions to closing may not be fulfilled and we may not be able to organize and carry out an exploration program in 2022, and other risks associated with being a mineral exploration and development company. These forward-looking statements are made as of the date of this news release and, except as required by applicable laws, the Company assumes no obligation to update these forward-looking statements, or to update the reasons why actual results differed from those projected in the forward-looking statements.


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  • Pancontinental Resources Announces Closing of First Tranche of Brokered Private Placement for Gross Proceeds of C$1.245 Million

    Pancontinental Resources Announces Closing of First Tranche of Brokered Private Placement for Gross Proceeds of C$1.245 Million

    2022-04-19 13:55:18

    Toronto, Ontario–(Newsfile Corp. – April 19, 2022) – Pancontinental Resources Corporation (TSXV: PUC) (OTCQB: PUCCF) (“Pancon” or the “Company”) is pleased to announce the closing of the first tranche of its previously announced “best efforts” brokered private placement (the “Offering”) with Red Cloud Securities Inc. and Paradigm Capital Inc. (the “Agents”) acting as co-lead agents and joint bookrunners. Under the first tranche of the Offering, 15,565,000 units of the Company (each, a “Unit”) were sold at a price of C$0.08 per Unit (the “Unit Price”) for gross proceeds to the Company of C$1,245,200.

    Each Unit consists of one common share of the Company (each, a “Unit Share”) and one common share purchase warrant of the Company (each, a “Warrant”). Each Warrant shall entitle the holder thereof to purchase one common share of the Company (each, a “Warrant Share”) at an exercise price of C$0.14 per Warrant Share at any time on or before the date which is 24 months after the date of issuance. In the event that the daily volume weighted average price (or closing bid price on days when there are no trades) of the common shares of the Company on the TSX Venture Exchange (the “TSXV”) is at least C$0.25 per common share for a minimum of twenty (20) consecutive trading days, the Company may provide written notice to holders of the Warrants requiring the holder of the Warrants to exercise the Warrants within twenty (20) days following the date of delivery of such written notice.

    The net proceeds raised under the Offering will be used for the exploration and advancement of the Company’s Brewer Gold & Copper Project and Jefferson Project in South Carolina, U.S. and for general working capital purposes.

    In connection with the closing of the first tranche of the Offering, the Company paid the Agents a cash commission totaling C$53,466 and have issued the Agents 661,950 non-transferrable compensation warrants (each, a “Broker Warrant”). Each Broker Warrant entitles the Agents to purchase one Unit at a price of C$0.08 at any time for a term of 24 months following the date of issuance.

    The closing of the second and final tranche of the Offering is scheduled for the first week of May 2022 or such other date as may be mutually agreed upon between the Company and Red Cloud. The completion of the Offering is subject to certain conditions including, but not limited to the receipt of all necessary regulatory and other approvals, including the approval of the listing of the Unit Shares, Warrant Shares and the common shares of the Company issuable upon the exercise of the Broker Warrants on the TSXV. Resale of the securities of the Company distributed under the Offering will be restricted, including a statutory hold period in Canada of four months and one day following the date of issuance.

    The securities offered have not been 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 State in which such offer, solicitation or sale would be unlawful.

    Brewer Option Agreement:

    Pancon’s exclusive 56-month option to explore and purchase the 1,000-acre Brewer property began on April 1, 2020. Since then, the Company has conducted: historic data review; mapping; geophysical surveys; rotary air blast (RAB), sonic, and core drilling; assay, multielement geochemical, spectral, and petrographic analyses; preliminary metallurgical testing; data compilation; and modeling. This work included drilling and reporting lab results for more than 9,000 meters (m) of drill samples: core (5,000 m), RAB (3,900 m), and sonic (350 m).

    As a result of work to date, Pancon has updated its data driven Discovery Model that identifies the most prospective parts of the Brewer gold-copper system. Next steps include induced polarization (IP) surveys in 4 target areas, followed by drilling.

    Qualified Person

    The technical information in this news release has been prepared in accordance with Canadian regulatory requirements as set out in NI 43-101 and reviewed and approved by Patrick Quigley, MSc, CPG-12116, a Qualified Person as defined by NI 43-101.

    About Pancon

    Pancontinental Resources Corp. (TSXV: PUC) (OTCQB: PUCCF), or Pancon, is a Canadian junior mining company exploring the rich, underexplored Carolina Slate Belt in the southeastern USA. In January 2020, Pancon won the exclusive right to explore and purchase the former Brewer Gold Mine property, with an option period through October 2023. Between 1987-1995, Brewer produced 178,000 ounces of oxide gold from open pits that extended to 65-meter depths, where gold (Au) and copper (Cu) sulphides were exposed but could not be processed by the oxide heap leach operation. Pancon’s 100%-owned, 1,960-acre Jefferson Gold Project nearly completely surrounds the 1,000-acre Brewer property. The Brewer-Jefferson area of interest, in Chesterfield County, South Carolina, is 12 kilometers along trend from the producing Haile Gold Mine, which produced 190,000 ounces of gold in 2021 (www.oceanagold.com). Brewer is a large, epithermal, high sulphidation gold-copper system driven by a sub-volcanic intrusive, possibly connected to a large copper-gold porphyry system at depth.

    For further information, please contact:
    Jeanny So, External Relations Manager
    E: This email address is being protected from spambots. You need JavaScript enabled to view it.
    T: +1.647.202.0994

    For additional information please visit our new website at http://www.panconresources.com/ and our Twitter feed: @PanconResources.

    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.

    This news release contains forward-looking information which is not comprised of historical facts. Forward-looking information is characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, and opportunities to differ materially from those expressed or implied by such forward-looking information. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, changes in the state of equity and debt markets, fluctuations in commodity prices, delays in obtaining required regulatory or governmental approvals, and other risks involved in the mineral exploration and development industry, including those risks set out in the Company’s management’s discussion and analysis as filed under the Company’s profile at www.sedar.com. Forward-looking information in this news release is based on the opinions and assumptions of management considered reasonable as of the date hereof, including that all necessary governmental and regulatory approvals will be received as and when expected, the Company will use the net proceeds from the Offering as intended and the second tranche of the Offering will close during the first week of May 2022. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information. The Company disclaims any intention or obligation to update or revise any forward-looking information, other than as required by applicable securities laws.

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  • Zacatecas Silver Acquires the Advanced Stage and High Grade Oxide Esperanza Gold Project from Alamos Gold Inc. and $19.15 Million Private Placement Proceeds Released from Escrow

    Zacatecas Silver Acquires the Advanced Stage and High Grade Oxide Esperanza Gold Project from Alamos Gold Inc. and $19.15 Million Private Placement Proceeds Released from Escrow

    2022-04-12 14:28:55

    VANCOUVER, BC, April 12, 2022 /CNW/ – Zacatecas Silver Corp. (“Zacatecas” or the “Company”) (TSXV: ZAC) (OTC: ZCTSF) (Frankfurt: 7TV) is pleased to announce that it has completed the acquisition of the advanced stage Esperanza Gold Project, located in Morelos State, Mexico pursuant to the terms of a share purchase agreement dated February 28, 2022 (the “Share Purchase Agreement”) with Minas De Oro Nacional, S.A. De C.V. (“Minas De Oro”), a subsidiary of Alamos Gold Inc. (“Alamos”).  Concurrent with closing of the transaction, the net proceeds under the previously announced $19.15 million brokered private placement of subscription receipts (the “Subscription Receipts”) were released to the Company.

    Zacatecas Silver (CNW Group/Zacatecas Silver Corp.)

    Highlights:

    • Esperanza Gold Project is a high-grade oxide gold deposit with scalable upside.

    • Historic measured and indicated resource of 34,352,000 tonnes at 0.98 g/t gold and 8.09 g/t silver for 1,084,000 ounces of gold and 8,936,000 ounces of silver and inferred resource of 718,000 tonnes at 0.80 g/t gold and 15.04 g/t silver for 18,000 ounces of gold and 347,000 ounces of silver (see below for details).

    • Priority to prepare an updated resource estimate in 2022 and complete a current economic study on the Esperanza Gold Project based on the updated resource estimate.

    • Alamos becomes significant cornerstone shareholder of Zacatecas.

    • Strong balance sheet to fund development activities at Esperanza Gold Project and continue drilling activities at the Zacatecas Silver Property.

    The Esperanza Gold Project is an attractive low-cost, low capital intensity, and low technical risk growth project located in Morelos State, Mexico. Alamos has advanced the project through advanced engineering, including metallurgical work, while also focussing on stakeholder engagement including building community relations.

    The Esperanza Gold Project will receive the full focus and attention of a proven team of mine builders and financiers while also providing Alamos significant potential upside as the Project is developed with Alamos being a large shareholder of Zacatecas.

    The total consideration of the transaction is approximately US$60 million with most of the payments not made until significant steps towards commercial production are achieved. The initial consideration consists of USD $5 million in cash, 12,140,000 common shares of Zacatecas (with a value of US$10 million) and a silver stream in favour of Alamos valued at US$6 million.

    Bryan Slusarchuk, Chief Executive Officer of Zacatecas comments, “This is a transformational transaction for our company. We look forward to advancing the high grade oxide gold deposit towards production while at the same time continuing our accelerating exploration at our silver project. With the transaction for Esperanza now closed, we also welcome Alamos Gold as the cornerstone shareholder of Zacatecas and thank them for their collaboration while executing this transaction. Zacatecas has two excellent projects, is well funded and has an excellent team of technical professionals executing the company’s business plan. We look forward to working with all stakeholders as we move forward concurrently at Esperanza and at Zacatecas.”

    Dr. Chris Wilson, Chief Operating Officer and a Director of Zacatecas comments, “Our acquisition of the Esperanza Gold Project is a tremendous step in moving Zacatecas towards becoming a serious precious metals producer. The Esperanza Gold Project represents one of the best undeveloped open pit deposits in Mexico and will complement our high-grade silver resource Zacatecas Properties, where the recent high grade discovery at Panuco North has added a compelling new component to our ongoing exploration.”

    Esperanza Gold Project

    The Esperanza Gold Project is an advanced stage, low technical risk growth project located in Morelos State, Mexico.

    Alamos has reported a resource estimate of a measured and indicated resource of 34,352,000 tonnes at 0.98 g/t gold and 8.09 g/t silver for 1,084,000 ounces of gold and 8,936,000 ounces of silver and inferred resource of 718,000 tonnes at 0.80 g/t gold and 15.04 g/t silver for 18,000 ounces of gold and 347,000 ounces of silver. The Company has not independently verified this resource estimate and is not treating this resource estimate as a current resource. See below for further details.

    To date, significant core and reverse circulation drilling has occurred at the Esperanza Gold Project resulting in a total of 389 drill holes for 69,716 metres. Four targets adjacent to or close to the historical resource were identified to expand the historical resource. The project also hosts seven regional targets that also merit drill testing.

    Mineralization at the Esperanza Gold Project is associated with the intrusion of a stock of Granodiorite composition into the carbonate rocks of Guerrero-Morelos Platform, specifically the rocks of Xochicalco Formation. Spatially related to the intrusive contact with the carbonate rocks are varying degrees of skarn and marble development. Intruded by the granodioritic stock are the limestone of the Xochicalco Formation of Aptian age (early Cretaceous), that have beds of varying thickness from very thin to medium. Primary mineralization consists of gold, and to a lesser extent silver, associated with the skarn zones spatially related to the intrusive.

    Based on previous preliminary assessments completed by previous owners, the Company anticipates that the project would be amenable to a conventional open pit, heap leach operation with two-stage crushing. Crushed material would be conveyed to the leach pad and irrigated with dilute cyanide solution. Gold will be recovered from pregnant solutions utilizing carbon adsorption, subsequent electrowinning and on-site smelting to produce gold and silver doré bars.

    The Company plans to carry out an extensive work program to prepare an updated resource estimate, undertake economic studies on the project, and conduct an infill drill program on the deposit as well as drilling on nearby exploration targets.

    Terms of the Transaction

    Under the terms of the Share Purchase Agreement, Zacatecas acquired all the issued and outstanding shares of Esperanza Silver de Mexico, S.A. de C.V. (“Esperanza Mexico”), which holds title to the Esperanza Gold Project.  In consideration of Esperanza Mexico, Zacatecas paid Minas de Oro US$5,000,000 and issued 12,140,000 common shares of Zacatecas at a price of $1.05 per share for a deemed value of US$10,000,000 (the “Consideration Shares”).  Zacatecas now holds a 100% ownership interest in Esperanza Mexico.

    The Share Purchase Agreement also provides that Zacatecas will make certain contingent payments (the “Contingent Payments”) upon key milestones being accomplished in developing the Esperanza Gold Project.

      1. pay US$5,000,000 within sixty (60) days after approval of an Environmental Impact Assessment Report by the applicable governmental authorities (the “EIA Payment”)

      2. pay US$14,000,000 within 60 days of the earlier of (i) completion of a feasibility study on the Esperanza Gold Project or (ii) Zacatecas announcing its decision to commence construction of a mine on the Esperanza Gold Project (the “FS Payment”)

      3. pay US$20,000,000 within 180 days after commencement of commercial production on the Esperanza Gold Project (the “Production Payment”).

    Zacatecas may, at its sole election, satisfy up to 50% of the Contingent Payments by issuing shares at a price equal to the 10 day VWAP prior to the issuance of such shares provided that such share issuance does not cause Alamos to exceed 19.99% of the issued and outstanding shares of Zacatecas (on a partially diluted basis). The issuance of shares to pay Contingent Payments will be subject to receipt of approval from the TSX Venture Exchange.

    Zacatecas has also agreed to incur US$7,500,000 in expenditures to advance the Esperanza Gold Project over the next three years, excluding G&A (the “Expenditure Commitment”). If Zacatecas fails to meet the Expenditure Commitment, an amount equal to the shortfall will be added to the next Contingent Payment.

    The terms of the Transaction regarding the Contingent Payments were determined in a manner designed to tie key future payments with meaningful achievements with regards to permitting and commerciality of operations. The Company has received multiple permits and regulatory approvals on key projects in Mexico, without delay, and is confident that it will be able to carry out its planned exploration program similarly without delay. The Company has team members with a strong history of permitting projects in Mexico and will continue to monitor and adjust, working with all stakeholders, to any changes in regulations as per a best practices approach to community, environment and the regulatory climate.

    The parties also entered into a stream agreement that will provide that Alamos may purchase up to 20% of any silver produced from the Esperanza Gold Project with a transfer price of 20% of the market price payable to Zacatecas. The silver stream is limited to 500,000 ounces of silver.  The stream agreement contemplates an amount of US$6,000,000 that is credited to the purchase price under the Share Purchase Agreement.

    In recognition of Alamos being a significant shareholder of Zacatecas, Alamos and Zacatecas will enter into an investor rights agreement that will provide, among other things, a Zacatecas board position to Alamos and a right of first refusal to maintain its share position on any future financings. Pursuant to the terms of the investor rights agreement that will be entered into on the closing of the Transaction, the Consideration Shares will be subject to the following voluntary restrictions on resale: (i) 33% will be restricted for a period of six months from closing of the Transaction, (ii) an additional 33% will be restricted for a period of twelve months from closing of the Transaction, and (iii) 34% will be restricted for a period of eighteen months from closing of the Transaction.

    Zacatecas paid a finder’s fee of US$500,000 to Specialist Exploration Services LLC (Jacob Garland) on closing of the Transaction.

    Private Placement Financing

    As part of closing the Transaction, the proceeds from the previously announced $19.15 million brokered private placement of subscription receipts (see news release dated March 22, 2022) were released from escrow. As a result, the 17,410,474 subscription receipts were converted into 17,410,474 units of the Company (each a “Unit”).  Each Unit consists of one common share of the Company (a “Common Share”) and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant a “Warrant”). Each Warrant will entitle the holder thereof to purchase one Common Share at a price of $1.50 per Common Share for a period of 24 months from the date of issue.

    The proceeds raised from the financing were used to satisfy the US$5,000,000 cash consideration in connection with the acquisition of the Esperanza Gold Project, and will be used to advance the Esperanza Gold Project towards production, fund the ongoing drill program at the Company’s existing silver project, and general working capital purposes.

    Clarus Securities Inc. acted as Lead Agent on behalf of a syndicate of agents that included Eventus Capital Corp., Haywood Securities Inc. and Canaccord Genuity Corp. Zacatecas paid the syndicate of agents a cash commission of $998,716 and issued a total of 907,924 common share purchase warrants (the “Broker Warrants”), with each Broker Warrant exercisable at $1.10 per Common Share for a period of 24 months from the date of issue.

    The securities issued under the financing will be subject to restrictions on resale expiring on July 23, 2022.

    Certain directors of the Company participated in the private placement, which constitutes a “related party transaction” for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).  The Company is relying on exemptions from the formal valuation and minority approval requirements in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of these related party transactions on the basis that the fair market value (as determined under MI 61–101) of the transactions do not, in aggregate, exceed 25% of the market value of the Company.

    The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of, nor a solicitation for offers to buy, any securities in the United States.

    Qualified Person

    The contents of this news release have been reviewed and approved by Chris Wilson, B.Sc. (Hons), PhD, FAusIMM (CP), FSEG, Chief Operating Officer of Zacatecas. Dr. Wilson is a Qualified Person as defined by NI 43-101 and is responsible for all technical information in this news release.

    Alamos Resource Estimate

    Alamos reported in its most recent annual information form a resource estimate of a measured and indicated resource of 34,352,000 tonnes at 0.98 g/t gold and 8.09 g/t silver for 1,083,366 ounces of gold and 8,936,201 ounces of silver and inferred resource of 718,000 tonnes at 0.80 g/t gold and 15.04 g/t silver for 18,375 ounces of gold and 347,192 ounces of silver. The Company considers this to be an historical resource for the purposes of National Instrument 43-101.  Resource blocks were defined using with dimensions of 10 x 10 x 5 m. The estimation of grades was performed with the ordinary kriging method on capped composites. An added step in the estimation strategy was the utilization of the dynamic anisotropy technique in Vulcan’s unfolding options. This added capability allows for a more realistic outcome of the estimated grade’s spatial distribution as it follows the folded shape of the deposit. Assumptions used in the resource include the following metal prices: gold price of US $1,400/oz and silver price of US $22/oz. The resource assumed the following economic assumptions: recovery of 60.4% at 0.2 g/t to 71.9% at 1.6 g/t for gold, 25% for silver, $2.60/t mining costs, $0.64/t General and Administrative costs, $4.20/t milling costs and a pit slope of 45 degrees. The Company considers the resource relevant due to its identification and modelling of the Esperanza deposit.

    The Company has not done sufficient work to classify the resource as a current mineral resource or mineral reserves, and the Company is not treating the historical estimate as current mineral resources or mineral reserves. Although the resource estimate is considered reliable, the Company will re-sample a portion of the drill core for the purpose of carrying out a new resource estimate. Further, additional data verification including resurveying of select diamond drill holes collars; review of graphic drill core logs, comparison of these logs with remaining half-cut core, and a cross-check of select geological logs agonist database entries; and a check of original assay certificates against the assays and drill hole database.

    Advisors

    Osler, Hoskin & Harcourt LLP is acting as legal advisor to Zacatecas. Haywood Securities Inc. is acting as financial advisor to Alamos, with Torys LLP acting as legal advisor to Alamos.

    About Zacatecas Silver Corp.

    The Zacatecas Silver property is in Zacatecas State, Mexico, within the highly prospective Fresnillo Silver Belt, which has produced over 6.2 billion ounces of silver. The company holds 7,826 ha (19,338 acres) of ground that is highly prospective for low and intermediate sulphidation silver-base metal mineralization and potentially low sulphidation gold-dominant mineralization. On December 15, 2021, Zacatecas announced a mineral resource estimate at the Panuco Deposit consisting of 2.7 million tonnes at 187 g/t AgEq (171 g/t Ag and 0.17 g/t Au) for 16.4 million ounces AgEq (15 million ounces silver and 15 thousand ounces gold) (see news release dated December 15, 2021).

    The property is 25 km south-east of MAG Silver Corp.’s Juanicipio Mine and Fresnillo PLC’s Fresnillo Mine. The property shares common boundaries with Pan American Silver Corp. claims and El Orito which is owned by Endeavour Silver. There are four main high-grade silver target areas within the Zacatecas concessions: the Panuco Deposit, Muleros, El Cristo and San Manuel-San Gill. The Property also includes El Oro, El Orito, La Cantera, Monserrat, El Peñón, San Judas and San Juan silver-base metal vein targets. These targets are relatively unexplored and will be the focus of rapid reconnaissance.

    About Alamos Gold Inc.

    Alamos is a Canadian-based intermediate gold producer with diversified production from three operating mines in North America. This includes the Young–Davidson and Island Gold mines in northern Ontario, Canada and the Mulatos mine in Sonora State, Mexico. Additionally, the Company has a significant portfolio of development stage projects in Canada, Mexico, Turkey, and the United States. Alamos employs more than 1,700 people and is committed to the highest standards of sustainable development. The Company’s shares are traded on the TSX and NYSE under the symbol “AGI”.

    On behalf of the Company
    Bryan Slusarchuk
    Chief Executive Officer and Director

    Forward-Looking Statements

    Information set forth in this news release contains forward-looking statements that are based on assumptions as of the date of this news release. These statements reflect management’s current estimates, beliefs, intentions and expectations. They are not guarantees of future performance. Zacatecas cautions that all forward looking statements are inherently uncertain and that actual performance may be affected by many material factors, many of which are beyond their respective control. Such factors include, among other things: risks and uncertainties relating to Zacatecas’ limited operating history, its proposed exploration and development activities on its mineral properties, the need to obtain permits to carry out exploration activities on its mineral properties and to comply with environmental and governmental regulations. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. Except as required under applicable securities legislation, Zacatecas does not undertake to publicly update or revise forward-looking information.

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

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  • Blende Silver Non-Brokered Private Placement Closed Raising Total Gross Proceeds of $801,000

    Blende Silver Non-Brokered Private Placement Closed Raising Total Gross Proceeds of $801,000

    2022-01-17 18:13:11

    Vancouver, BC – TheNewswire – January 17, 2022 – Blende Silver Corp. (the “Company”) (TSXV:BAG) The Private Placement first announced on November 19, 2021 has closed a second tranche.  Total gross proceeds raised are $801,000.  The first tranche closed on December 28, 2021 for 8,062,500 units raising gross proceeds of $765,000. The second and final tranche closed January 14, 2022 for 450,000 units raising gross proceeds of $36,000. A Total of 6,000,000 Flow-through units (“Unit”) have been issued at a price of $0.10 per each Unit and 2,512,500 Non Flow-Through units have been issued at a price 0.08 per each unit.   Each Unit is comprised of one common share and one full share purchase warrant (“Warrant”). Each whole Warrant is exercisable to purchase one common share of the Company at a price of $0.20 per share for a period of 48 months from closing of the financing expiring December 30, 2025 and January 15, 2026 respectively.

    All securities are subject to a four month hold period.  Finder’s fees payable in connection with the private placement total $52,430 and 550,375 finder’s warrants.  Finder’s Warrants are exercisable to purchase one common share of the Company at a price of $0.20 per share expiring December 30, 2025.  The private placement is subject to TSX Venture Exchange approval.

    The proceeds from the private placement will be used to advance the Blende property and for general working capital.

    About Blende Silver Corp. 

    Blende Silver Corp. is a Vancouver-based junior resource company focused on silver-zinc-lead exploration and development at the company’s flagship Blende Deposit in north-central Yukon. The 100% owned property is the largest carbonate-hosted Ag-Zn-Pb deposit in Yukon and one of the largest undeveloped Ag-Zn-Pb deposits in Western Canada. It is winter-road accessible, 5,345 ha and situated 63 km northeast of Keno Hill, Yukon. The property has had more than $9.2M in past exploration ($5.2M by Blende Silver); including 25,195 meters of drilling in 132 drillholes.

    For further information please contact:  

    Blende Silver Corp.

    “Andrew H. Rees”

    Andrew H. Rees, Director

    Tel:  604-505-3739

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

    This news release may contain certain forward-looking statements which involve known and unknown risks, delays, and uncertainties not under the control of Blende Silver Corp. which may cause actual results, performance or achievements of Blende Silver Corp. to be materially different from the results, performance or expectation implied by these forward-looking statements.  By their nature, forward looking statements involve risk and uncertainties because they relate to events and depend on factors that will or may occur in the future.  Actual results may vary depending upon exploration activities, industry production, commodity demand and pricing, currency exchange rates, and, but not limited to, general economic factors.


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  • Blende Silver Corp Closes Non-Brokered Private Placement Tranche Raising Gross Proceeds of $765,000

    Blende Silver Corp Closes Non-Brokered Private Placement Tranche Raising Gross Proceeds of $765,000

    2021-12-29 15:37:44

    Vancouver, BC – TheNewswire – December 29, 2021 – Blende Silver Corp. (the “Company”) (TSXV: BAG) announces it has closed the first tranche of a non-brokered private placement announced November 19, 2021 raising gross proceeds of $765,000.  6,000,000 Flow-through units (“Unit”) have been issued at a price of $0.10 per each Unit and 2,062,500 Non Flow-Through units have been issued at a price 0.08 per each unit.   Each Unit is comprised of one common share and one full share purchase warrant (“Warrant”). Each whole Warrant is exercisable to purchase one common share of the Company at a price of $0.20 per share for a period of 48 months from closing of the financing expiring December 30, 2025.

    All securities are subject to a four month hold period.  Finder’s fees payable in connection with this tranche total $52,430 and 550,375 finder’s warrants.  Finder’s Warrants are exercisable to purchase one common share of the Company at a price of $0.20 per share expiring December 30, 2025.  The private placement is subject to TSX Venture Exchange approval.

    The proceeds from the private placement will be used to advance the Blende property and for general working capital.

    About Blende Silver Corp.

    Blende Silver Corp. is a Vancouver-based junior resource company focused on silver-zinc-lead exploration and development at the company’s flagship Blende Deposit in north-central Yukon. The 100% owned property is the largest carbonate-hosted Ag-Zn-Pb deposit in Yukon and one of the largest undeveloped Ag-Zn-Pb deposits in Western Canada. It is winter-road accessible, 5,345 ha and situated 63 km northeast of Keno Hill, Yukon. The property has had more than $9.2M in past exploration ($5.2M by Blende Silver); including 25,195 meters of drilling in 132 drillholes.

    For further information please contact:

    Blende Silver Corp.

    “Andrew H. Rees”       

    Andrew H. Rees, Director

    Tel:  604-505-3739

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

    This news release may contain certain forward-looking statements which involve known and unknown risks, delays, and uncertainties not under the control of Blende Silver Corp. which may cause actual results, performance or achievements of Blende Silver Corp. to be materially different from the results, performance or expectation implied by these forward-looking statements.  By their nature, forward looking statements involve risk and uncertainties because they relate to events and depend on factors that will or may occur in the future.  Actual results may vary depending upon exploration activities, industry production, commodity demand and pricing, currency exchange rates, and, but not limited to, general economic factors.


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  • Fission 3.0 Corp. Announces Warrant Exercises for Proceeds of $690,500

    Fission 3.0 Corp. Announces Warrant Exercises for Proceeds of $690,500

    2021-12-28 13:32:45

    Kelowna, British Columbia–(Newsfile Corp. – December 28, 2021) – Fission 3.0 Corp. (TSXV: FUU) (the “Company“) today announces that it has received total proceeds of approx. $690,500 from the exercise of stock options and warrants between November 5, 2021 to December 22, 2021. The warrants were issued pursuant to private placements that closed in September and October 2018 and August 2020. Accordingly, the Company has issued a total of 5,276,667 shares of common shares since its last update of November 5, 2021. The Aggregate proceeds received from the exercise of the options and warrants will be used for future exploration work on the Company’s projects, corporate development and general corporate and working capital purposes.

    The Company further announces that in conjunction with its recent closing of an $8,587,353 Private placement (December 22, 2021) there were insiders of the Company that participated in the placement by purchasing an aggregate of 434,800 Flow Through Units, for gross proceeds of $100,004, which constituted a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”). This participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of such participation does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.

    None of the securities issued have been registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any State where such offer, solicitation, or sale would be unlawful.

    About Fission 3.0 Corp.

    Fission 3.0 is a uranium project generator and exploration company, focusing on projects in the Athabasca Basin, home to some of world’s largest high grade uranium discoveries. Fission 3.0 currently has 14 projects in the Athabasca Basin. Several of Fission 3.0’s projects are near large uranium discoveries, including, Arrow, Triple R and Hurricane deposits. Fission 3.0 has recently completed an $8 million funding with Red Cloud Securities and are currently planning a winter exploration/drill program on their PLN project. They are also entertaining JV partners with some of their other projects.

    ON BEHALF OF THE BOARD
    “Dev Randhawa”
    Dev Randhawa, CEO

    Contact details

    Investor Relations
    Ph: 778-484-8030
    TF: 844-484-8030
    This email address is being protected from spambots. You need JavaScript enabled to view it.
    www.fission3corp.com

    https://twitter.com/Fission3Corp

    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 news release.



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  • Sigma Lithium Announces Closing of Private Placement for Gross Proceeds of C$136.7 million

    Sigma Lithium Announces Closing of Private Placement for Gross Proceeds of C$136.7 million

    2021-12-23 13:23:42

    • Investment by funds and accounts managed by BlackRock totaled C$64.2 million

    • Offering proceeds will fully-fund the construction of phase 1 production plant and mine, and advance Phase 2 and Phase 3 of the Project.

    • Offering book was oversubscribed and comprised primarily of current shareholders: global ESG-oriented investors focused on sustainability of energy transition

    VANCOUVER, BC, Dec. 23, 2021 /CNW/ — Sigma Lithium Corporation (NASDAQ: SGML, TSXV: SGML) (“Sigma Lithium” or the “Company“) is pleased to announce that it has closed its previously announced twice-upsized non-brokered private placement of common shares of the Company (“Common Shares“) for aggregate gross proceeds of approximately C$136.7 million (the “Offering“). Under the Offering, the Company issued from treasury a total of 11,634,137 Common Shares at a price of C$11.75 per Common Share (the “Issue Price“). Pursuant to the Offering and the Secondary Transaction (as defined below), funds and accounts managed by BlackRock (“BlackRock“) made a total investment in the Company of approximately C$64.2 million.

    Sigma Lithium logo (PRNewsfoto/Sigma Lithium Corporation)

    The Company, which is dedicated to powering the next generation of electric vehicle batteries with environmentally sustainable and high-purity lithium, expects to use the net proceeds of the Offering, in its sole discretion, as follows:

    • To fully-fund the construction of its phase 1 production plant and mine,

    • To further development of phases 2 and 3 of its wholly owned Grota do Cirilo Project, and

    • For general corporate purposes.

    BlackRock invested C$64,224,994 (or approximately US$50,000,000) representing approximately 5.5% of the issued and outstanding Common Shares following completion of the Offering and the Secondary Transaction. The material terms of BlackRock’s investment are as follows:

        1. Primary Investment: As part of the Offering BlackRock purchased 4,372,766 Common Shares issued from treasury of the Company at the Issue Price for an aggregate subscription price of approximately C$51,380,000.

        2. Secondary Transaction: BlackRock purchased 1,093,191 Common Shares at the Issue Price from the largest shareholder of the Company, A10 Investimentos Fundo de Investimento de Ações – Investimento No Exterior (the “A10 Fund“) for an aggregate purchase price to A10 Fund of C$12,844,994 (the “Secondary Transaction“), representing 2.25% of A10 Fund’s shares in Sigma Lithium.

        3. In connection with the investment, BlackRock has agreed to a 120-day hold period following the closing date of the Investment on any Common Shares acquired by BlackRock.

    Following completion of the Offering and the Secondary Transaction and as at the date hereof, the A10 Fund holds 47,400,718 Common Shares, representing approximately 47.7% of the issued and outstanding Common Shares (46.6% on a partially diluted basis).

    Prior to the completion of the Offering and the Secondary Transaction, the A10 Fund held 48,493,909 Common Shares, representing approximately 55.3% of the issued and outstanding Common Shares (53.9% on a partially diluted basis).

    The A10 Fund’s sale of Common Shares to BlackRock was made based on a strategic discussion with the Company and allowed BlackRock to increase its shareholding interest in the Company without further dilution to shareholders of the Company. 

    A10 Fund is managed by A10 Investimentos, of which certain principals are directors, officers or indirect significant shareholders of the Company. A10 Fund may from time to time in the future increase or decrease its direct or indirect ownership, control or direction over the Common Shares or other securities of the Company through market transactions, private agreements, dilution through third party subscriptions from treasury, or otherwise. The A10 Fund will file an early warning report (the “Early Warning Report“) in accordance with applicable securities laws on the SEDAR profile of the Company at www.sedar.com.

    The Company has entered into an agreement with the A10 Serviços Especializados de Avaliação de Empresas Ltda. (the “A10 Advisory“) to provide services in respect of the Offering, and A10 Advisory will be entitled to finder’s compensation representing 7% of the gross procceds relating to purchases by subscribers it introduces, which is estimated to be approximately C$5,779,190. The purchases made by BlackRock and the Secundary Transaction were not subject to any finder’s compensation.

    The arrangements with A10 Advisory were considered and unanimously approved by each of the directors of the Company unrelated to A10 Advisory. Certain principals of A10 Advisory are directors, officers or indirect significant shareholders of the Company.

    The completion of the Offering remains subject to the final approval of the TSX Venture Exchange.

    The Common Shares were offered outside the United States pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the “1933 Act“).

    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 Common Shares in the United States. The securities being offered have not been, nor will they be, registered under the 1933 Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act and applicable of state securities laws. The Common Shares are being issued by the Company in jurisdictions outside of Canada and the United States in accordance with the securities laws of those jurisdictions.

    This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of Common Shares under the Offering or the Secondary Transaction, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

    ABOUT SIGMA LITHIUM

    Incorporated in Canada, Sigma Lithium (NASDAQ: SGML, TSXV: SGML) is dedicated to powering the next generation of electric vehicle batteries with environmentally sustainable and high-purity lithium, developing with an ESG-centric strategy, a leading integrated Lithium company in the Americas. Sigma is developing the largest hard rock lithium spodumene deposits in the Americas, located in its wholly owned Grota do Cirilo Project in Brazil.

    The Company has processed these spodumene into Battery Grade Green and Sustainable Lithium for three years having achieved certification status with the largest battery makers in the world. Sigma has unique and differentiated environmental and social sustainability practices: The Project will be powered by clean & renewable energy. The Processing Plant will use state-of-the art water recirculation circuits combined with dry stacking tailings management, to reuse 100% of the water and not to create tailing dams. Sigma has sponsored a private agency to promote additional investments in the region and has been fostering initiatives to both create sustainable economic development while lifting the community from poverty.

    With a goal of net zero carbon emissions by 2024, the Company has adhered consistently to the highest standards of environmental, social and governance practices, established as part of its core purpose at inception in 2012. For more information about Sigma Lithium, visit www.sigmalithiumca.com.

    SIGMA LITHIUM SOCIAL MEDIA:

    FORWARD-LOOKING STATEMENTS

    This news release includes certain “forward-looking information” under applicable Canadian and U.S. This news release includes certain “forward-looking information” under applicable Canadian and U.S. securities legislation, including but not limited to statements relating to the filing (if applicable) of early warning reports pursuant to NI 62-103, the use of proceeds of the Offering, the payment of finder’s fees, the receipt of TSXV approvals, the operation of the Processing Plant, the ability of the Company to complete construction and commence commercial production within the targeted timing and projected budget, achieving net zero carbon, the general business and operational outlook of the Company, and other forward-looking information. All statements that address future plans, activities, events, or developments that the Company believes, expects or anticipates will or may occur is forward-looking information, including statements regarding the potential development of mineral resources and mineral reserves which may or may not occur. Forward-looking information contained herein is based on certain assumptions regarding, among other things: general economic and political conditions; the stable and supportive legislative, regulatory and community environment in the jurisdictions where the Company operates; anticipated trends and effects in respect of the COVID-19 pandemic and post-pandemic; demand for lithium, including that such demand is supported by growth in the electric vehicle market; the Company’s market position and future financial and operating performance; the Company’s estimates of mineral resources and mineral reserves, including whether mineral resources will ever be developed into mineral reserves; and the Company’s ability to develop and achieve production at its mineral projects. Although management believes that the assumptions and expectations reflected in the forward-looking information are reasonable, there can be no assurance that these assumptions and expectations will prove to be correct. Forward-looking information inherently involves and is subject to risks and uncertainties, including but not limited to that the Company may not develop its mineral projects into a commercial mining operation; the market prices for lithium may not remain at current levels; and the market for electric vehicles and other large format batteries currently has limited market share and no assurances can be given for the rate at which this market will develop, if at all, which could affect the success of the Company and its ability to develop lithium operations. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether because of new information, future events or otherwise, except as required by law. For more information on the risks, uncertainties and assumptions that could cause our actual results to differ from current expectations, please refer to the current annual information form of the Company and other public filings available under the Company’s profile at www.sedar.com.

    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 news release.

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  • Equity Metals Announces the Closing of Private Placements for Gross Proceeds of C$3.6 Million

    Equity Metals Announces the Closing of Private Placements for Gross Proceeds of C$3.6 Million

    2021-12-22 07:42:09

    Vancouver, British Columbia–(Newsfile Corp. – December 22, 2021) – Equity Metals Corporation (TSXV: EQTY) (the “Company” or “Equity Metals”) reported today that it has closed its previously announced flow-through and non-flow-through private placements by issuing a total of 24,528,671 units for gross proceeds of $3,634,050.63.

    The Company closed the final tranche of the non-brokered private placement by issuing 1,725,002 non-flow-through units (“NFT Units”) at a price of $0.14 per NFT Unit for gross proceeds of $241,500.28 and by issuing 12,100,002 flow-through units (“FT Units”) at a price of $0.15 per FT Unit for gross proceeds of $1,815,000.30. Each NFT Unit will be comprised of one non-flow-through common share and one-half (0.5) of one warrant. Each FT Unit will be comprised of one flow-through common share and one-half (0.5) of one non-flow through warrant. The warrants for all units will be the same with each whole warrant entitling the holder thereof to purchase one non-flow-through common share for a period of 2 years at a price of $0.20.

    Certain insiders of the Company subscribed for an aggregate 400,000 FT Units in this private placement. Such participation is considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”). The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the participation in the private placement by insiders does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.

    Securities issued pursuant to this tranche of the private placement include common shares, share purchase warrants and finder’s warrants issued as finder’s fees, all of which carry a legend restricting trading of the securities until April 22, 2022.

    The gross proceeds received from the sale of the FT Units will be used for work programs on the Company’s Silver Queen, Au-Ag, exploration property, in British Columbia. The net proceeds received from the sale of the NFT Units will be used for general working capital.

    The Company may pay finders’ fees comprised of cash and non-transferable warrants in connection with the offering, subject to compliance with the policies of the TSX Venture Exchange. Completion of the offering and the payment of any finders’ fees remain subject to the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.

    About Silver Queen Project

    The Silver Queen Project is a premier gold-silver property with over 100 years of historic exploration and development and is located adjacent to power, roads and rail with significant mining infrastructure that was developed under previous operators Bradina JV (Bralorne Mines) and Houston Metals Corp. (a Hunt Brothers company). The property contains an historic decline into the No. 3 Vein, camp infrastructure, and a maintained Tailings Facility.

    The Silver Queen Property consists of 45 mineral claims, 17 crown grants, and two surface crown grants totalling 18,852ha with no underlying royalties. Mineralization is hosted by a series of epithermal veins distributed over a 6 sq km area. Most of the existing resource is hosted by the No. 3 Vein, which is traced by drilling for approximately 1.2km and to the southeast transitions into the NG-3 Vein close to the buried Itsit copper-molybdenum porphyry.

    An initial NI43-101 Mineral Resource Estimate (see Note 1 below) was detailed in a News Release issued on July 16th, 2019, and using a CDN$100 NSR cut-off, reported a resource of:

    • Indicated – 244,000ozs AuEq: 85,000ozs Au, 5.2Mozs Ag, 5Mlbs Cu, 17Mlbs Pb and 114Mlbs Zn; and

    • Inferred – 193,000ozs AuEq: 64,000ozs Au, 4.7Mozs Ag, 5Mlbs Cu, 16Mlbs Pb and 92Mlbs Zn.

    More than 20 different veins have been identified on the property, forming an extensive network of zoned Cretaceous- to Tertiary-age epithermal veins. The property remains largely under explored.

    About Equity Metals Corporation

    Equity Metals Corporation is a Manex Resource Group Company. Manex provides exploration, administration, and corporate development services for Equity Metals’ two major mineral properties, the Silver Queen Au-Ag-Zn-Cu project, located in central B.C., and the Monument Diamond project, located in Lac De Gras, NWT.

    The Company owns 100% interest, with no underlying royalty, in the Silver Queen project, located along the Skeena Arch in the Omineca Mining Division, British Columbia. The property hosts high-grade, precious- and base-metal veins related to a buried porphyry system, which has been only partially delineated. The Company also has a controlling JV interest in the Monument Diamond project, NWT, strategically located in the Lac De Gras district within 40 km of both the Ekati and Diavik diamond mines. The project owners are Equity Metals Corporation (57.49%), Chris and Jeanne Jennings (22.11%); and Archon Minerals Ltd. (20.4%). Equity Metals is the operator of the project.

    The Company also has royalty and working interests in other Canadian properties, which are being evaluated further to determine their value to the Company.

    1. The 2019 Silver Queen Resource Estimate was prepared following CIM definitions for classification of Mineral Resources and identified at a CDN$100/NSR cut-off, an indicated resource of 815Kt averaging 3.2g/t Au, 201g/t Ag, 1.0% Pb, 6.4% Zn and 0.26% Cu and an inferred resource of 801Kt averaging 2.5g/t Au, 184g/t Ag, 0.9% Pb, 5.2% Zn and 0.31% Cu. Grade capping on Ag and Zn was performed on 0.75m to 1.24m length composites. Au, Cu and Pb required no capping. ID3 was utilized for grade interpolation for Au and Ag while ID2 was utilized for Cu, Pb and Zn. Grade blocks were interpreted within constraining mineralized domains using and array of 3m x 1m x 3m blocks in the model. A bulk density of 3.56 t/m³ was used for all tonnage calculations. Approximate US$ two-year trailing average metal prices as follows were used: Au $1,300/oz, Ag $17/oz, Cu $3/lb, Pb $1.05/lb and Zn $1.35/lb with an exchange rate of US$0.77=C$1.00.

    The C$100/tonne NSR cut-off grade value for the underground Mineral Resource was derived from mining costs of C$70/t, with process costs of C$20/t and G&A of C$10/t. Process recoveries used were Au 79%, Ag 80%, Cu 81%, Pb 75% and Zn 94%. AuEq and AgEq are based on the formula: NSR (CDN) = (Cu% * $57.58) + (Pb% * $19.16) + (Zn% * $30.88) +(Au g/t * $39.40) + (Ag g/t * $0.44) – $78.76.

    Mineral Resources are not Mineral Reserves, do not have demonstrated economic viability and may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues. Inferred Mineral Resources have a lower level of confidence than Indicated Mineral Resources and may not be converted to a Mineral Reserve but may be upgraded to an Indicated Mineral Resource with continued exploration. The Mineral Resources were estimated using the Canadian Institute of Mining, Metallurgy and Petroleum (CIM), CIM Standards on Mineral Resources and Reserves, Definitions and Guidelines.

    The Mineral Resource Estimate was prepared by Eugene Puritch, P.Eng., FEC, CET and Yungang Wu, P.Geo., of P&E Mining Consultants Inc. (“P&E”) of Brampton, Ontario, Independent Qualified Persons (“QP”), as defined by National Instrument 43-101. P&E Mining suggests that an underground mining scenario is appropriate for the project at this stage and has recommended a CDN$100/tonne NSR cut-off value for the base-case resource estimate.

    Robert Macdonald, MSc. P.Geo, is VP Exploration of Equity Metals Corporation and a Qualified Person as defined by National Instrument 43-101. He is responsible for the supervision of the exploration on the Silver Queen project and for the preparation of the technical information in this disclosure.

    On behalf of the Board of Directors
    “Joseph Anthony Kizis, Jr.”

    Joseph Anthony Kizis, Jr., P.Geo
    President, Director, Equity Metals Corporation

    For further information, visit the website at https://www.equitymetalscorporation.com; or contact us at 604.641.2759 or by email at This email address is being protected from spambots. You need JavaScript enabled to view it..

    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. This news release may contain forward-looking statements. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements. Factors that could cause actual results to differ materially from those in forward-looking statements include the timing and receipt of government and regulatory approvals, and continued availability of capital and financing and general economic, market or business conditions. Equity Metals Corporation does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.

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  • Marvel Discovery Closes Private Placement, Total Proceeds of $1,006,205.05

    Marvel Discovery Closes Private Placement, Total Proceeds of $1,006,205.05

    2021-12-16 10:50:47

    VANCOUVER, BC / ACCESSWIRE / December 16, 2021 / Marvel Discovery Corp. (TSX-V:MARV), (Frankfurt:O4T1), (MARVF:OTCQB); (the “Company”) is pleased to announce the closing of its second tranche of the non-brokered private placement dated November 24th,2021. The second tranche consists of aggregate gross proceeds of $98,125 by issuing an additional 853,261 Non-Flow-Through units at a price of $0.115 per unit. Each unit consisting of one common share and one common share purchase warrant; each warrant (“Warrant”) entitling the holder to subscribe for and purchase one non-flow-through common share (“Warrant Shares”) at a price of $0.20 for a period of 24 months following the acceptance date.

    Finders’ fees totaling $1,050 will be paid in connection with the Second tranche offering in accordance with the TSX Venture Exchange policies.

    The proceeds from the private placement will be used for further development of the Company’s property portfolio and for general working capital purposes. All securities issued in connection with the Offering will be subject to a statutory hold period expiring four months and one day after closing of the Offering. Completion of the Offering, and payment of the Finders’ fee are subject to the approval of the Exchange.

    Total Proceeds Raised

    The Company will issue a total of 8,047,168 units for total proceeds of $1,006,205.05, subject to the approval of the TSX Venture Exchange.

    In total, the Company will issue 5,385,385 Flow-Through units at a price of $0.13 per unit. Each unit consisting of one Flow-Through common share and one-half of one common share purchase warrant; each whole warrant (“Warrant”) entitling the holder to subscribe for and purchase one non-flow-through common share (“Warrant Shares”) at a price of $0.25 for a period of 24 months following the acceptance date.

    In total, the Company will also issue 2,661,783 Non-Flow-Through units at a price of $0.115 per unit. Each unit consisting of one common share and one common share purchase warrant; each warrant (“Warrant”) entitling the holder to subscribe for and purchase one non-flow-through common share (“Warrant Shares”) at a price of $0.20 for a period of 24 months following the acceptance date.

    In total, Finders’ fees totaling $49,908.60 will be paid in connection with the offering in accordance with the TSX Venture Exchange policies.

    The proceeds from the private placement will be used for further development of the Company’s property portfolio and for general working capital purposes. All securities issued in connection with the Offering will be subject to a statutory hold period expiring four months and one day after closing of the Offering. Completion of the Offering, and payment of the Finders’ fee are subject to the approval of the Exchange.

    About Marvel Discovery Corp.

    Marvel, listed on the TSX Venture Exchange for over 25 years, is a Canadian based emerging resource company. The Company is systematically exploring its extensive property positions in:

    • Newfoundland (Slip, Gander North, Gander South, Victoria Lake, Baie Verte, and Hope Brook – Au Prospects)

    • Atikokan, Ontario (BlackFly – Au Prospect)

    • Elliot Lake, Ontario (East Bull – Ni-Cu-PGE Prospect)

    • Quebec (Duhamel –Ni-Cu-Co prospect & Titanium, Vanadium, and Chromium Prospect)

    • Prince George, British Columbia (Wicheeda North – Rare Earth Elements Prospect)

    The Company’s website is: https://marveldiscovery.ca/

    ON BEHALF OF THE BOARD

    Marvel Discovery Corp.

    “Karim Rayani”
    Karim Rayani
    President/Chief Executive Officer, Director
    Tel: 604 716 0551 email: This email address is being protected from spambots. You need JavaScript enabled to view it.

    Disclaimer for Forward-Looking Information:

    Certain statements in this release are forward-looking statements which reflect the expectations of management. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations, or intentions regarding the future. Forward-looking statements in this press release relate to, among other things: completion of the proposed Arrangement. Actual future results may differ materially. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions, and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by the respective parties, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these times. Except as required by law, the Company does not assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law

    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.

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  • Minsud Resources Announces Exercise of Warrants for Gross Proceeds of $627,000; Appoints New Director

    Minsud Resources Announces Exercise of Warrants for Gross Proceeds of $627,000; Appoints New Director

    2021-12-10 16:04:13

    TORONTO, Dec. 10, 2021 /CNW/ – Minsud Resources Corp. (TSXV: MSR) (“Minsud” or the “Company”), is pleased to announce that certain holders of common share purchase warrants (the “Warrants”) have exercised an aggregate of 4,180,000 Warrants resulting in gross proceeds to the Company of $627,000.

    Each Warrant is exercisable for one (1) common share of the Company at an exercise price of $0.15 per share. The Warrants were issued in connection with a private placement financing of the Company which had closed on December 10th, 2019.

    Minsud also announces that Hugo Dragonetti (Jr.) has resigned as a director of the Company. Mrs. Lucia Dragonetti has been appointed, subject to the approval of the TSX Venture Exchange, to fill the vacancy on the board created by the resignation of Mr. Hugo Dragonetti (Jr.). The Company would like to thank Mr Hugo Dragonetti (Jr.) for his outstanding service and dedication to the Company and wishes him the best in his future endeavours.

    Mrs. Lucía Dragonetti has a degree in Political Science from the Universidad Católica Argentina. She has also obtained a postgraduate degree in Direction and Management of Construction Enterprises organized by the IAE (Management and Business School at the Universidad Austral). Since 2010 she has served as director of Panedile Argentina S.A.I.C.F.eI. Panedile is a company with over seventy years of experience in the construction and management of large civil works and infrastructure doing business in the hydraulic, road building complexes, mining and sanitation sectors.

    Ramiro Massa, Minsud’s President & CEO, said: “We are very pleased with this strong show of support from our existing long-term shareholders as we continue to move forward with our strategy to further explore our Chita Valley project. We are also delighted that Mrs. Lucia Dragonetti has agreed to join us as a new board member. She is a valuable addition to our diverse board”.

    About Minsud Resources Corp.

    Minsud is a mineral exploration company focused on exploring its flagship Chita Valley Cu-Mo- Au-Ag-Pb-Zn Project, in the Province of San Juan, Argentina. The Company also holds a 100% owned portfolio of selected early-stage prospects, including 6,000 ha in Santa Cruz Province, Argentina.

    CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION:

    This news release includes certain information that may constitute forward-looking information under applicable Canadian securities laws. Forward-looking information includes, but is not limited to, statements about strategic plans, spending commitments, future operations, results of exploration, anticipated financial results, future work programs, capital expenditures and objectives. Forward-looking information is necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information including, but not limited to: fluctuations in the currency markets (such as the Canadian dollar, Argentina peso, and the U.S. dollar); changes in national and local government, legislation, taxation, controls, regulations and political or economic developments in Canada and Argentina or other countries in which the Corporation may carry on business in the future; operating or technical difficulties in connection with exploration and development activities; risks and hazards associated with the business of mineral exploration and development (including environmental hazards or industrial accidents); risks relating to the credit worthiness or financial condition of suppliers and other parties with whom the Company does business; presence of laws and regulations that may impose restrictions on mining, including those currently enacted in Argentina; employee relations; relationships with and claims by local communities; availability and increasing costs associated with operational inputs and labour; the speculative nature of mineral exploration and development, including the risks of obtaining necessary licenses, permits and approvals from government authorities; business opportunities that may be presented to, or pursued by, the Company; challenges to, or difficulty in maintaining, the Company’s title to properties; risks relating to the Company’s ability to raise funds; and the factors identified under “Risk Factors” in the Company’s Filing Statement dated April 27, 2011. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. All forward-looking-information contained in this news release is given as of the date hereof and is based upon the opinions and estimates of management and information available to management as at the date hereof. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

    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.

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  • Atomic Minerals Corporation Proceeds to Private Placement for Up to $1.2 Million

    Atomic Minerals Corporation Proceeds to Private Placement for Up to $1.2 Million

    2021-11-30 06:38:47

    VANCOUVER, BC / ACCESSWIRE / November 30, 2021 / Atomic Minerals Corporation (formerly Resolve Ventures Inc.) (“ATOMIC MINERALS” or the “Company”) (TSXV:ATOM) is pleased to announce that further to its price reservation, the Company will proceed with a Private Placement of up to 16,000,000 Units (“Units”) at $0.075 per Unit for gross proceeds of up to $1,200,000.

    Each Unit is comprised of one common share at $0.075 per common share and one warrant exercisable at $0.10 per common share for two years from closing. The Company may pay finders fees.

    Use of proceeds will be for the technical advancement of its newly optioned Lloyd Lake Uranium Project (“Lloyd Lake”), and general working capital to enable the Company to pursue further uranium assets. The Private Placement is subject to the final acceptance of the TSX Venture Exchange.

    Atomic Minerals President and CEO Clive Massey commented, “After recently announcing entering the Uranium space we are very excited, not only about our newly optioned Lloyd Lake Uranium Project, but also having a Uranium talent like Foster Wilson joining our board will be extremely important as we continue to review and acquire additional uranium properties.”

    About the Lloyd Lake Project

    The Lloyd Lake project lies immediately south of the western Athabasca basin approximately 90 km SE of Fission Uranium’s Patterson Lake project. Lloyd Lake was extensively explored by Western Athabasca Syndicate in 2013 as part of the Preston property, generating a significant dataset, which includes: airborne EM-magnetic and radiometric surveys, follow-up prospecting, systematic lake-bottom sediment sampling and lake-bottom water sampling for radon gas analysis, and broad soil, biogeochemical and radon-in-soil surveys, generally at 100 m to 200 m sample spacing and 200 m to 400 m line spacing. Radon gas is a decay product of uranium with anomalous concentrations indicative of potential uranium occurrences. Subsequent exploration concentrated on anomalous areas identified by the earlier surveys, and included phases of mapping and prospecting, a versatile time-domain electromagnetic (VTEM plus) and aeromagnetic survey and an airborne radiometric-VLF-EM and magnetic survey. Atomic’s technical team is in the process of compiling and reviewing the various datasets to generate targets for upcoming exploration.

    The technical content of this news release has been reviewed and approved by R. Tim Henneberry, P.Geo. (BC) a Qualified Person under National Instrument 43-101 and member of the Atomic Advisory Board.

    About the Company

    Atomic Minerals is a Vancouver based publicly listed uranium exploration company trading on the TSX Venture Exchange. The Company is led by a highly skilled management and technical team with numerous previous successes in the junior mining sector.

    For further information on the Company, call (604) 644-6794.

    ON BEHALF OF THE BOARD

    Clive Massey, President

    (604) 644-6794

    Neither TSX Venture Exchange nor their 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.

    Forward-Looking Statements

    This news release contains certain statements that may be deemed “forward-looking” statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although Atomic Minerals Corporation believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. Forward looking statements are based on the beliefs, estimates and opinions of Atomic Minerals Corporation management on the date the statements are made. Except as required by law, Atomic Minerals Corporation undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.

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  • Angold Resources Announces Non-Brokered Private Placement for Proceeds of up to $1,500,000

    Angold Resources Announces Non-Brokered Private Placement for Proceeds of up to $1,500,000

    2021-11-29 06:35:43

    Vancouver, British Columbia–(Newsfile Corp. – November 29, 2021) – Angold Resources Ltd. (TSXV: AAU) (FSE: 13L) (OTCQB: AAUGF) (“Angold” or the “Company”) is pleased to announce a non-brokered private placement of up to 13,636,363 units (the “Units“) at a price of $0.11 per unit for gross proceeds of up to $1,500,000 (the “Offering“). Each Unit will consist of one common share and one common share purchase warrant (“Warrant“). Each Warrant will be exercisable at $0.165 per share for three years following the closing date of the Offering.

    The Offering is subject to approval of the TSX Venture Exchange and the securities will be subject to a four month hold period under Canadian securities laws. Net proceeds from the Offering will be used to advance the Company’s projects as well as for general working capital purposes. In connection with completion of the Offering, the Company may pay finders fees to eligible third-parties who have assisted in introducing subscribers to the Offering.

    About Angold

    Angold is an exploration and development company targeting large-scale mineral systems in the proven districts of the Maricunga, Nevada and Ontario. Angold owns a 100% interest in the Dorado, Cordillera and South Bay-Uchi projects, and certain claims that append the optioned Iron Butte project.

    ON BEHALF OF THE BOARD OF ANGOLD RESOURCES LTD.

    “Adrian Rothwell”
    Chief Executive Officer

    Further information on Angold can be found on the Company’s website at www.angoldresources.com and at www.sedar.com, or by contacting the Company by email at This email address is being protected from spambots. You need JavaScript enabled to view it. or by telephone at (855) 917 4091.

    This news release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which an offer, solicitation or sale would be unlawful prior to registration or qualifications under the securities laws of any such jurisdiction.

    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.

    Forward-Looking Statements: This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance and includes expectations of the intended use of proceeds from the Offering. All statements other than statements of historical fact may be forward-looking statements or information. Forward-looking statements and information are often, but not always, identified by the use of words such as “appear”, “seek”, “anticipate”, “plan”, “continue”, “estimate”, “approximate”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe”, “would” and similar expressions. Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Accordingly, readers should not place undue reliance on the forward-looking statements, timelines and information contained in this news release.

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  • Aurion Resources Completes Brokered Offering and Non-Brokered Participation by Kinross for Aggregate Proceeds of C$16.7 Million

    Aurion Resources Completes Brokered Offering and Non-Brokered Participation by Kinross for Aggregate Proceeds of C$16.7 Million

    2021-11-25 10:13:46

    ST. JOHN’S, NL, Nov. 25, 2021 /CNW/ – Aurion Resources Ltd. (TSXV: AU) (“Aurion” or the “Company“) announces that it has completed its previously announced fully marketed private placement (the “Offering“) and non-brokered private placement (the “Non- Brokered Financing“), for an aggregate of 18,548,167 common shares (the “Common Shares“) of the Company at a price of C$0.90 per Common Share (the “Issue Price“) for aggregate gross proceeds of C$16,693,350.

    Aurion Resources Ltd. Logo (CNW Group/Aurion Resources Ltd.)

    Marketed Private Placement

    Under the Offering, the Company issued an aggregate of 16,666,667 Common Shares at a price of C$0.90 per Common Share for aggregate gross proceeds of C$15,000,000, which includes the full exercise of the agent’s option.

    The Offering was led by Red Cloud Securities Inc., as lead agent and sole bookrunner, on behalf of a syndicate of agents including Cormark Securities Inc., Haywood Securities Inc. and PI Financial Corp. (collectively, the “Agents“). In consideration for their services, the Agents received a cash commission equal to 6.0% of the gross proceeds of the Offering, other than in respect of certain purchasers on a president’s list (the “President’s List“), in which case such cash commission was reduced to 3.0%. Additionally, the Agents received broker warrants (the “Broker Warrants“) to purchase such number of common shares equal to 6.0% of the number of Common Shares issued under the Offering, other than in respect of certain purchasers on the President’s List, in which case such number of Broker Warrants was reduced to 3.0%. The Broker Warrants are exercisable at a price per common share equal to the Issue Price for a period of 24 months from the closing of the Offering.

    Non-Brokered Private Placement

    Under the Non-Brokered Financing, the Company issued an aggregate of 1,881,500 Common Shares at a price of C$0.90 per Common Share for aggregate gross proceeds of C$1,693,350. The Non-Brokered Financing was fully subscribed for by Kinross Gold Corporation (“Kinross“). Kinross exercised its pro rata right granted pursuant to a prior financing to maintain a 9.98% interest in the issued and outstanding shares of the Company.

    The net proceeds received by the Company from the Offering and the Non-Brokered Financing will be used for the exploration and advancement of the Company’s exploration properties in Finland and for general working capital purposes.

    All securities issued in connection with the Offering are subject to a four-month-and-one-day statutory hold period ending on March 26, 2022. The Offering remains subject to final acceptance of the TSX Venture Exchange.

    The securities offered have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act“), or any applicable U.S. state securities laws, and may not be offered or sold in the United States absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

    About Aurion Resources Ltd.

    Aurion Resources Ltd. (Aurion) is a Canadian exploration company listed on the TSX Venture Exchange (TSX-V: AU) and the OTCQX Best Market (OTCQX: AIRRF). Aurion’s strategy is to generate or acquire early-stage precious metals exploration opportunities and advance them through direct exploration by our experienced team or by business partnerships and joint venture arrangements. Aurion’s current focus is exploring on its Flagship Risti and Launi projects, as well as advancing joint venture arrangements with Kinross Gold Corp., B2 Gold Corp., and Strategic Resources Inc. in Finland.

    On behalf of the Board of Directors,
    Matti Talikka, CEO

    FORWARD-LOOKING INFORMATION

    Certain of the statements made and information contained herein, including in respect of final approvals of the Offering and the Non-Brokered Financing and the use of proceeds, is “forward-looking information” within the meaning of applicable Canadian securities legislation or “forward-looking statements” within the meaning the Securities Exchange Act of 1934 of the United States. Generally, these forward-looking statements or information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation, management’s discretion regarding the use of proceeds risks and uncertainties relating to foreign currency fluctuations; risks inherent in mining including environmental hazards, industrial accidents, unusual or unexpected geological formations, ground control problems and flooding; risks associated with the estimation of mineral resources and reserves and the geology, grade and continuity of mineral deposits; the possibility that future exploration, development or mining results will not be consistent with the Company’s expectations; the potential for and effects of labour disputes or other unanticipated difficulties with or shortages of labour or interruptions in production; actual ore mined varying from estimates of grade, tonnage, dilution and metallurgical and other characteristics; the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses, commodity price fluctuations; uncertain political and economic environments; changes in laws or policies, foreign taxation, delays or the inability to obtain necessary governmental permits; and other risks and uncertainties, including those described under risk factors in the Company’s current management discussion and analysis. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. The forward-looking information contained herein is presently for the purpose of assisting investors in understanding the Company’s plans and objectives and may not be appropriate for other purposes. Accordingly, readers are advised not to place undue reliance on forward-looking statements. The Company assumes no obligation to update any forward-looking information or to update the reasons why actual results could differ from such information, unless required by applicable law.

    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.



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  • Secova Metals Initiates NI 43-101 Technical Report for the Montauban Site and announces a Private Placement of Convertible Debentures for Gross Proceeds of up to $5.0 million

    Secova Metals Initiates NI 43-101 Technical Report for the Montauban Site and announces a Private Placement of Convertible Debentures for Gross Proceeds of up to $5.0 million

    2021-11-25 08:59:41

    VANCOUVER, BRITISH COLUMBIA – TheNewswire – November 25, 2021 – Secova Metals Corp. (“Secova” or the “Company”) (CSE:SEK), (CSNX:SEK.CN), (OTC:SEKZF) is pleased to announce the Company has retained John Langton, M.Sc., P. Geo of JPL GeoServices Inc. to produce a  NI-43-101 Technical Report and Mineral Resource Estimate on the Montauban Site project located in the Montauban Mine Property, sector of Notre-Dame-de-Montauban municipality, Quebec (“Montauban” or the “Project”).

    “The Company is very pleased to engage M. Langton to prepare the NI 43-101 Technical Report and Mineral Resource as he has extensive experience with the Project,” stated Brad Kitchen, President and CEO of Secova.  “John has worked with DNA Canada, the prior owners of the Montauban Project, to build an extensive database and model of the mineralization and prepared the most recent NI 43-101 Technical Report on the Project in March 2019.”

    Convertible Debenture Private Placement

    The Company announces a non-brokered private placement of unsecured convertible debentures (the “Debentures”) at a price of $1,000 per debenture for gross proceeds of up to $5,000,000 (the “Offering”).  The Offering is expected to close in tranches with the first tranche expected to close on or about December 15, 2021.  The Debentures will pay interest of 10% per annum on a semi-annual basis, payable in cash or common shares of the Company (“Shares”).  The form of interest payment will be at the discretion of Secova with the exception of the first interest payment which will be paid in Shares at a deemed price of $0.20.  The Debentures will mature on the date that is 36 months following the closing date of the Offering (the “Maturity Date”).

    The principal amount of the Debentures will be convertible into Shares at a conversion price of $0.25 (the “Conversion Price”) at the option of the holder at any time prior to the close of business on the last business day immediately preceding the Maturity Date.  The Company will have the right to force conversion at the Conversion Price if the Shares trade at a volume weighted average price of $0.50 or greater for 10 consecutive days, for a period that commences after the statutory hold period commences.  

    All securities issued in connection with the Offering will be subject to a statutory hold period expiring in accordance with applicable securities legislation.  The net proceeds of the Offering will be used for development of the Company’s Montauban Project and for working capital.

    The Company will pay eligible finders a fee (the “Finder’s Fees”) on the Offering within the amount permitted by the policies of the Canadian Securities Exchange (the “CSE”).

    This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this news release in the United States. Such securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and, accordingly, may not be offered or sold within the United States, or to or for the account or benefit of persons in the United States or “U.S. Persons”, as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.

    Pour une traduction française de ce communiqué de presse, veuillez visiter notre site Web à www.secova.ca.

    About the Company

    Secova Metals Corp. is a Canadian environmentally aware resource exploration and processing company. Management has demonstrated expertise in advancing gold exploration projects into acquisition targets, most notably in the province of Quebec. Secova’s principal restoration and recovery project is the Montauban property situated in Quebec, just 80 kilometers west of Quebec City. The Company is proposing to commence operations by the middle of 2022. The Company’s main exploration focus is its 100% ownership of the Eagle River project, which is adjacent to and on-trend to several gold projects in the Windfall Lake district of Urban Barry in Quebec. Secova will use its expertise in early-stage exploration to create shareholder value by attempting to prove out the resource in these assets.

    For more information on Secova Metals Corp. please contact This email address is being protected from spambots. You need JavaScript enabled to view it., Tel: +1 604-803-5229 or visit the website at www.secova.ca for the French version of this news release, past news releases, media interviews and opinion-editorial pieces by CEO and Chairman Brad Kitchen. For discussion forum on Secova go to https://t.me/secova.

    On Behalf of the Board of Directors, SECOVA METALS CORP.

    “Brad Kitchen”

    Chairman, CEO, and Director

    Tel: +1 604-803-5229

    Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

    Telegram: (https://t.me/secova)

    This press release contains “forward-looking information” that is based on the Company’s current expectations, estimates, forecasts, and projections. This forward-looking information includes, among other things, statements with respect to the Company’s exploration and development plans. The words “will”, “anticipated”, “plans” or other similar words and phrases are intended to identify forward-looking information. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, level of activity, performance, or achievements to be materially different from those expressed or implied by such forward looking information.

    Neither the Canadian Securities Exchange nor its Regulation Services Provider accept responsibility for the adequacy or accuracy of this release.


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  • Silver Elephant Mining Closes Final Tranche of Oversubscribed Private Placement for Gross Proceeds of $1,796,000

    Silver Elephant Mining Closes Final Tranche of Oversubscribed Private Placement for Gross Proceeds of $1,796,000

    2021-11-15 08:14:43

    VANCOUVER, BC / ACCESSWIRE / November 15, 2021 / Silver Elephant Mining Corp. (“Silver Elephant” or the “Company”) (TSX:ELEF) (OTCQX:SILEF) (Frankfurt:1P2N) announces it has closed the third and final tranche (the “Closing“) of its private placement offering announced on September 6, 2021 which was upsized as described in a news release on October 22, 2021.

    Pursuant to the Closing, the Company issued 8,163,640 Shares for gross proceeds of $1,796,000. In total, the Company raised $3,740,000 through the aggregate sale of 17,000,000 common shares of the Company (“Shares“) at $0.22 per Share.

    No fees were paid in connection with this third tranche closing.

    The Shares issued in connection with the Closing are subject to a regulatory hold period expiring on March 13, 2022.

    The Closing proceeds are expected to be used for the Company’s mineral project development and for general working capital purposes.

    About Silver Elephant

    Silver Elephant Mining Corp. is a premier mining and exploration company in silver, nickel, and vanadium.

    Further information on Silver Elephant can be found at www.silverelef.com.

    SILVER ELEPHANT MINING CORP.
    ON BEHALF OF THE BOARD

    “John Lee”
    Executive Chairman

    For more information about Silver Elephant, please contact Investor Relations:

    +1.604.569.3661 ext. 101
    This email address is being protected from spambots. You need JavaScript enabled to view it. www.silverelef.com

    Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.

    Cautionary Note Regarding Forward-Looking Statements

    Certain statements contained in this news release, including statements which may contain words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates”, or similar expressions, and statements related to matters which are not historical facts, are forward-looking information within the meaning of applicable securities laws. Such forward-looking statements, which reflect management’s expectations regarding Silver Elephant’s future growth, results of operations, performance, business prospects and opportunities, are based on certain factors and assumptions and involve known and unknown risks and uncertainties which may cause the actual results, performance, or achievements to be materially different from future results, performance, or achievements expressed or implied by such forward-looking statements.

    These factors should be considered carefully, and readers should not place undue reliance on the Silver Elephant’s forward-looking statements. Silver Elephant believes that the expectations reflected in the forward-looking statements contained in this news release and the documents incorporated by reference herein are reasonable, but no assurance can be given that these expectations will prove to be correct. In addition, although Silver Elephant 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 not to be as anticipated, estimated or intended. Silver Elephant undertakes no obligation to release publicly any future revisions to forward-looking statements to reflect events or circumstances after the date of this news or to reflect the occurrence of unanticipated events, except as expressly required by law.

    None of the securities to be issued pursuant to the Offering have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or any state securities laws, and any securities issuable in the transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

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  • Basin Uranium Announces Closing of Non-Brokered Private Placement for Aggregate Proceeds of $2,500,630

    Basin Uranium Announces Closing of Non-Brokered Private Placement for Aggregate Proceeds of $2,500,630

    2021-11-08 11:38:22

    VANCOUVER, B.C. CANADA – TheNewswire – NOVEMBER 8, 2021 – BASIN URANIUM CORP. (CSE:NCLR) (CNSX:NCLR.CN) (“Basin Uranium” or the “Company”) is pleased to announce that, further to its news release dated October 31, 2021, it has closed its non-brokered private placement of 7,144,661 common shares (the “Shares”) at a price of CAD $0.35 per Share for the total gross proceeds of CAD $2,500,630 (the “Financing”).

    In connection with the Financing, the Company paid finders’ fees of CAD $52,037 and issued a total of 253,544 finders’ warrants, of which 212,115 entitles the holder to purchase one Share at a price of CAD $0.70 and 41,429 entitles the holder to purchase one Share at a price of CAD $0.35 for 24 months from the date of closing of the Financing.

    All securities issued in the Financing are subject to a four-month hold period expiring March 6, 2022.

    The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold absent registration or compliance with an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does 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.

    Mike Blady, CEO and Director of Basin Uranium states, “We are very pleased by the strong interest in our oversubscribed private placement. I would like to thank our shareholders, partners and stakeholders for their continued support. We look forward to using the proceeds of this offering to help build Basin Uranium into a preeminent uranium exploration company.”

    About Basin Uranium Corp.

    Basin Uranium Corp. is a Canadian junior exploration company focused diversified mineral resources.  The Company recently acquired the Mann Lake uranium project, located in the Athabasca basin in Northern Saskatchewan, Canada, and is also currently undertaking the CHG gold exploration project located approximately 15 kilometers northwest of the town of Clinton in south-central British Columbia. The CHG Project consists of seven contiguous mineral claims covering 3,606 hectares.

    For further information, please contact Mr. Mike Blady or view the Company’s filings at www.sedar.com.

    On Behalf of the Board of Directors

    Neither the Canadian Securities Exchange nor its regulation services provider accepts responsibility for the adequacy or accuracy of this news release.

    FORWARD-LOOKING STATEMENTS:

    Cautionary Note Regarding Forward-Looking Statements: This news release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. All statements in this news release, other than statements of historical facts, including statements regarding future estimates, plans, objectives, timing, assumptions or expectations of future performance are forward-looking statements and contain forward-looking information. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. Forward-looking statements are based on certain material assumptions and analysis made by the Company and the opinions and estimates of management as of the date of this news release. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Important factors that may cause actual results to vary include, without limitation, uncertainties affecting the expected use of proceeds. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws.


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  • Namibia Critical Metals Inc. Receives Proceeds of $525,000 From Exercise Of Warrants

    Namibia Critical Metals Inc. Receives Proceeds of $525,000 From Exercise Of Warrants

    2021-10-28 07:42:18

    HALIFAX, NS / ACCESSWIRE / October 28, 2021 / Namibia Critical Metals Inc. (“Namibia Critical Metals” or the “Company” or “NMI”) (TSXV:NMI) today announced that, it has received proceeds of Cdn. $525,000 as a result of the exercise of approximately 2.9 million previously issued common share purchase warrants. The Company intends to use the proceeds of the warrant exercises for general working capital purposes. The warrants were issued in connection with the Company’s non-brokered private placement offering of units completed in April 2020 and were set to expire on October 28, 2021.

    The exercise price of the warrants was $0.18 and 100% of the warrants have been exercised. “This infusion of equity indicates that investors are confident in the future of NMI. We have an exciting few months ahead with continued rapid acceleration of our Lofdal Heavy Rare Earth Dysprosium-Terbium Project with our joint-venture partner JOGMEC as well as continued efforts on our 95% owned gold, tantalum and niobium projects.” said Darrin Campbell, President of NMI.

    About Japan Oil, Gas and Metals National Corporation (JOGMEC) and the JV

    JOGMEC is a Japanese government independent administrative agency which among other things seeks to secure stable resource supplies for Japan. JOGMEC has a strong reputation as a long term, strategic partner in mineral projects globally. The mandated areas of responsibilities within JOGMEC relate to oil and natural gas, metals, coal and geothermal energy. JOGMEC facilitates opportunities with Japanese private companies to secure supplies of natural resources for the benefit of the country’s economic development.

    Rare earths are of critical importance to Japanese industrial interests and JOGMEC has extensive experience with all aspects of the sector. JOGMEC provided Lynas with US$250,000,000 in loans and equity in 2011 to ensure supplies of the Light Rare Earths metals suite to the Japanese industry.

    The Company currently owns a 95% interest in the Lofdal project with the remaining 5% held for the benefit of historically disadvantaged Namibians. The terms of the JOGMEC joint venture agreement with the Company stipulate that JOGMEC provides $3,000,000 in Term 1 and $7,000,000 in Term 2 to earn a 40% interest in the Lofdal project. Term 3 calls for a further $10,000,000 of expenditures to earn an additional 10% interest. JOGMEC can also purchase another 1% for $5,000,000 and has first right of refusal to fully fund the project through to commercial production and to purchase all production at market prices. The collective interests of NMI and historically disadvantaged Namibians cannot be diluted below a 26% carried working interest upon payment of $5,000,000 to JOGMEC for the dilution protection. The JV Agreement is structured such that no NMI equity will be issued and it is totally non-dilutive to NMI shareholders. To date, JOGMEC, has funded Term 1 and 2 expenditures totaling $6,600,000.

    About Namibia Critical Metals Inc.

    Namibia Critical Metals Inc. holds a diversified portfolio of exploration and advanced stage projects in the country of Namibia focused on the development of sustainable and ethical sources of metals for the battery, electric vehicle and associated industries. The two advanced stage projects in the portfolio are Lofdal and Epembe. The Company also holds significant land positions in areas favourable for gold mineralization.

    Figure 2: Location of Namibia Critical Metals’ projects highlighting position of gold projects (Erongo, Otjiwarongo and Grootfontein) in relation to important gold projects within the Navachab-Otjikoto gold belt

    Heavy Rare Earths: The Lofdal Dysprosium-Terbium Project is the Company’s most advanced project being fully permitted with a Mining Licence (ML 200) issued in 2021. The project is being developed in joint venture with Japan Oil, Gas and Metals National Corporation (“JOGMEC”) to provide a sustainable supply of heavy rare earths to Japan, most notably dysprosium and terbium.

    Gold: The Company’s Exclusive Prospecting Licenses (“EPLs”) prospective for gold are located in the Central Namibian Gold Belt which hosts a number of significant orogenic gold deposits including the Navachab Gold Mine, the Otjikoto Gold Mine and more recently the discovery of the Twin Hills deposit. At the Erongo Gold Project, stratigraphic equivalents to the meta-sediments hosting the recent Osino gold discovery at Twin Hills have been identified and soil surveys are progressing over this highly prospective area. The Grootfontein Base Metal and Gold Project has potential for magmatic copper-nickel mineralization, Mississippi Valley-type zinc-lead-vanadium mineralization and Otjikoto-style gold mineralization. Detailed interpretation of geophysical data and regional geochemical soil sampling have identified first gold targets, with the first targets currently being drill-tested.

    Tantalum-Niobium: The Epembe Tantalum-Niobium-Uranium Project is at an advanced stage with a well-defined, 10 km long carbonatite dyke that has been delineated by detailed mapping and radiometric surveys and over 11,000 meters of drilling. Preliminary mineralogical and metallurgical studies including sorting tests (XRT), indicate the potential for significant physical upgrading. Further work will be undertaken to advance the project to a preliminary economic assessment stage.

    Copper-Cobalt: The Kunene Copper-Cobalt Project comprises a large area of favorable stratigraphy along strike of the Opuwo cobalt-copper-zinc deposit. Secondary copper mineralization over a wide area points to preliminary evidence of a regional-scale hydrothermal system. Exploration targets on EPLs held in the Kunene project comprise direct extensions of the cobalt-copper mineralization to the west, sediment-hosted copper, orogenic copper, and stratabound manganese and zinc-lead mineralization.

    Junior Mining Network

    The common shares of Namibia Critical Metals Inc. trade on the TSX Venture Exchange under the symbol “NMI”.

    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.

    For more information please contact –

    Namibia Critical Metals Inc.
    Darrin Campbell, President
    Tel: +01 (902) 835-8760
    Fax: +01 (902) 835-8761
    Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
    Web site: www.NamibiaCriticalMetals.com

    The foregoing information may contain forward-looking information relating to the future performance of Namibia Critical Metals Inc. forward-looking information, specifically, that concerning future performance, is subject to certain risks and uncertainties, and actual results may differ materially. These risks and uncertainties are detailed from time to time in the Company’s filings with the appropriate securities commissions.

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  • First Cobalt Announces US$7.5 Million in Proceeds from Exercise of Investor Option

    First Cobalt Announces US$7.5 Million in Proceeds from Exercise of Investor Option

    2021-10-20 04:03:37

    TORONTO, Oct. 20, 2021 /CNW/ – First Cobalt Corp. (TSXV: FCC) (the “Company“) is pleased to announce that it has received notice of the full exercise of a US$7.5 million option by investors in the Company’s recently completed offering of 6.95% senior secured convertible notes due December 1, 2026 (the “Notes“).

    First Cobalt Corp. Logo (CNW Group/First Cobalt Corp.)

    Pursuant to subscription agreements entered into between the Company and each investor on August 23, 2021 with respect to the Notes, each investor had the right to subscribe for additional Notes, pro rata, for an aggregate additional principal amount of up to US$7.5 million. The additional Notes are expected to be issued on October 22, 2021.

    The offering of Notes was led by Cantor Fitzgerald & Co., as sole placement agent.

    For additional information with respect to the Notes and the terms thereof, refer to the Company’s news releases dated August 23, August 24, and September 3, 2021, the Company’s material change report dated September 2, 2021, and the indenture governing the Notes, each of which is publicly available under the Company’s SEDAR profile at www.sedar.com.

    “We are happy to have the continued support from the Noteholders. This is a great vote of confidence in the team’s ability to create long-term shareholder value as we continue to move our refinery project forward toward commissioning, set for Q4’2022; at which point we’ll be North America’s only source of high-quality, sustainable and traceable battery grade cobalt sulfate”, said Chief Financial Officer, Ryan Snyder.

    The Company intends to use the aggregate net proceeds of the option exercise for capital expenditures associated with the expansion and recommissioning of its wholly-owned hydrometallurgical refinery located in Ontario, Canada (the “Refinery“), including buildings, equipment, infrastructure, and other direct costs, as well as engineering and project management costs.

    The securities offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or any applicable U.S. state securities laws, and may not be offered or sold in the United States absent registration or an available exemption from the registration requirement of the U.S. Securities Act and applicable U.S. state securities laws. 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. This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer or sale would be unlawful.

    About First Cobalt

    First Cobalt’s mission is to be a producer of diversified high-quality and sustainable battery materials for the North American battery supply chain. The Company owns a permitted hydrometallurgical refinery in Ontario, Canada, a critical asset in the development and manufacturing of batteries for electric vehicles. First Cobalt also owns the Iron Creek cobalt-copper project in Idaho, USA as well as several significant cobalt and silver properties in the Canadian Cobalt Camp.

    On behalf of First Cobalt Corp.

    Trent Mell
    President & Chief Executive Officer

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

    Cautionary Note Regarding Forward-Looking Statements

    This news release may contain forward-looking statements and forward-looking information (together, “forward- looking statements”) within the meaning of applicable securities laws and the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, are forward-looking statements. Specifically, statements with respect to the use of proceeds of the exercise of the investor option, the development of the Refinery, and other matters ancillary or incidental to the foregoing are forward looking statements. Generally, forward-looking statements can be identified by the use of terminology such as “plans”, “expects’, “estimates”, “intends”, “anticipates”, “believes” or variations of such words, or statements that certain actions, events or results “may”, “could”, “would”, “might”, “occur” or “be achieved”. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results, performance and opportunities to differ materially from those implied by such forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements are set forth in the management discussion and analysis and other disclosures of risk factors for the Company, filed on SEDAR at www.sedar.com, and are included in the Base Shelf Prospectus and the Prospectus Supplement. Although the Company believes that the information and assumptions used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed times frames or at all. Except where required by applicable law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

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