Mr. Sylvain Laberge reports
1844 ANNOUNCES A NON-BROKERED PRIVATE PLACEMENT OF FLOW-THROUGH UNITS, EXTENDS THE PREVIOUSLY ANNOUNCED PRIVATE PLACEMENT OF $2,000,000 AND PROVIDES UPDATE REGARDING OPTION AGREEMENT
1844 Resources Inc. has arranged a non-brokered private placement of 11,111,111 flow-through units at 4.5 cents per FT unit for gross proceeds of $500,000. 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) and one-half of one common share purchase warrant. Each FT unit warrant will entitle the holder thereof to purchase one non-flow-through common share of the company at a price of 5.5 cents for a period of 36 months following the date of issuance.
The company intends to use the proceeds of the FT unit offering for exploration activities and for general corporate purposes. The gross proceeds from the issuance of the FT shares will be used to incur resource exploration expenses that will constitute Canadian exploration expenses and flow-through mining expenditures as defined in the tax act.
The closing of the FT unit offering is subject to receipt of all necessary regulatory approvals, including the TSX Venture Exchange. Any finders' fees to be paid by the company will be payable in accordance with the policies of the exchange. The FT shares, FT unit warrant shares and any common shares of the company that are issuable upon the exercise of any finders' warrants will be subject to a hold period ending on the date that is four months plus one day following the issue date in accordance with applicable securities laws.
Extension of concurrent unit offering
Further to the company's news releases dated April 12, June 9, July 20 and Aug. 22, 2023, 1844 Resources also announces a 30-day extension of its previously announced non-brokered private placement. The other terms of the unit offering remain unchanged, and the company will raise up to 57,142,858 units at 3.5 cents per unit for gross proceeds of up to $2-million. Each unit will consist of one common share of the company and one common share purchase warrant. Each unit warrant will entitle the holder thereof to purchase one common share of the company at a price of 5.5 cents for a period of 36 months following the date of issuance.
In connection with the unit offering, the company will pay a cash finder's fee equal to 8 per cent of the gross proceeds raised from the sale of units to certain subscribers of the unit offering and issue a number of non-transferable common share purchase warrants equal to 8 per cent of the aggregate number of units purchased by certain subscribers of the unit offering to certain finders. Each finder's warrant will entitle the holder thereof to purchase one common share of the company at a price of five cents per share for a period of 12 months following the date of issuance. 1844 Resources will use the net proceeds from the unit offering in connection with its option to acquire the Hawk Ridge project, for exploration on the Hawk Ridge project and for general corporate purposes.
The company also announces it has entered into an amending agreement with Nickel North Exploration Corp. with respect to the option agreement between the parties dated March 6, 2023, relating to the company's option to acquire the Hawk Ridge project. Pursuant to the amending agreement, the parties have agreed to amend the payment terms and conditions of the option agreement as follows:
- The company is now entitled to acquire a 10-per-cent undivided interest in the Hawk Ridge project on the date that is two business days following the approval of the option agreement by the exchange by paying $325,000 and issuing five million units (valued at $175,000) and one million common shares of the company to NNX.
- If the company exercises the first option, it can acquire an additional 10-per-cent undivided interest in the Hawk Ridge project by paying $1.5-million and issuing one million common shares of the company to NNX on the first anniversary date of the effective date and incurring $500,000 of exploration expenditures before the first anniversary of the effective date.
- If the company does not satisfy the revised payment terms and conditions of the second option, the company's option to acquire the Hawk Ridge project will terminate, and the company will return to NNX the 10-per-cent undivided interest in the Hawk Ridge project that the company acquired upon the exercise of the first option for nil consideration, resulting in the optionee holder owning no interest in the Hawk Ridge project.
The remaining terms and conditions of the option agreement remain unchanged, and the option agreement, as amended, remains subject to exchange approval.
Sylvain Laberge, president and chief executive officer of the company, commented: "The option to acquire a 100-per-cent 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 regarding the option agreement and the Hawk Ridge property, see the company's news releases dated March 6 and March 7, 2023. Copies of the company's news releases are available under the company's SEDAR+ profile.
About 1844 Resources Inc.
1844 Resources is an exploration company with a focus on strategic and energetic metals and underexplored regions of Gaspe, Nunavik, Quebec. With a dedicated management team, the company has a goal to create shareholder value through the discovery of new deposits.
We seek Safe Harbor.
© 2023 Canjex Publishing Ltd. All rights reserved.