22:22:07 EDT Mon 29 Apr 2024
Enter Symbol
or Name
USA
CA



1844 Resources Inc
Symbol EFF
Shares Issued 79,683,258
Close 2023-11-06 C$ 0.02
Market Cap C$ 1,593,665
Recent Sedar Documents

1844 Resources amends private placements

2023-11-10 11:45 ET - News Release

Mr. Sylvain Laberge reports

1844 ANNOUNCES PRIVATE PLACEMENT FOR GROSS PROCEEDS OF UP TO $1,000,000 AND AMENDMENT TO FLOW-THROUGH FINANCING FOR GROSS PROCEEDS OF UP TO $300,000

1844 Resources Inc. has amended the terms of its (i) non-brokered private placement of units previously announced on April 12, June 9, July 20 and Sept. 23, 2023, and (ii) non-brokered private placement of flow-through units previously announced on Sept. 23, 2023.

Pursuant to the amended terms of the non-FT unit offering, the company will issue up to 50 million non-FT units at a price of two cents per non-FT unit for aggregate gross proceeds of up to $1-million. Each non-FT unit will consist of one common share of the company and one-half of one common share purchase warrant. Each whole non-FT unit warrant will entitle the holder thereof to acquire one non-flow-through common share at an exercise price of five cents per warrant share for a period of 36 months following the closing of the non-FT unit offering. 1844 intends to use the net proceeds from the non-FT 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.

Pursuant to the amended terms of the FT unit offering, the company will issue up to 11,111,111 FT units at a price of three cents per FT unit for aggregate gross proceeds of up to $300,000. Each FT unit will consist of one common share, 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 acquire one warrant share at a price of five cents for a period of 36 months following the closing of the FT unit offering. 1844 intends to use the net proceeds of the FT unit offering for exploration activities and for general corporate purposes. The net 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.

In connection with the non-FT unit offering, the company will pay a cash finder's fee equal to 8 per cent of the gross proceeds and issue a number of non-transferable common share purchase warrants equal to 8 per cent of the number of non-FT units sold under the non-FT unit offering to eligible persons who refer investors to the company, where permitted by applicable law and in accordance with the policies of the TSX Venture Exchange. Each finder's warrant will entitle the holder thereof to purchase a warrant share at a price of five cents per warrant share for a period of 12 months following closing of the non-FT unit offering. Any finder's fees to be paid by the company in connection with the FT unit offering will be payable in accordance with the policies of the exchange.

The offerings will be conducted under available exemptions from the prospectus requirements of applicable securities legislation and participation in the non-FT unit offering will also be available to existing shareholders in qualifying jurisdictions in Canada in accordance with B.C. Instrument 45-534 -- Prospectus Exemption for Distributions to Existing Security Holders and the corresponding blanket orders and rules implementing CSA Notice 45-313 -- Prospectus Exemption for Distributions to Existing Security Holders in the participating jurisdictions in respect thereof. Insiders may participate in the offerings.

The company has set Oct. 25, 2023, as the record date for the purpose of determining shareholders entitled to participate in the non-FT unit offering in reliance on the existing security holder exemption. Qualifying shareholders who wish to participate in the non-FT unit offering should contact the company at the contact information set forth below no later than Nov. 13, 2023. If the non-FT unit offering is oversubscribed for, non-FT units will be allocated pro-rata amongst all subscribers. All subscription materials must be provided to the company no later than Nov. 17, 2023. The company may close the non-FT unit offering in several tranches, the first of which the company intends to close no later than Nov. 24, 2023.

The aggregate acquisition cost to a subscriber under the existing security holder exemption cannot exceed $15,000, unless that subscriber has obtained advice regarding the suitability of the investment and, if the subscriber is resident in a jurisdiction of Canada, such advice is obtained from a person that is registered as an investment dealer in the subscriber's jurisdiction.

In addition to the existing security holder exemption and other available prospectus exemptions, a portion or all of the non-FT unit offering may be completed pursuant to Multilateral CSA Notice 45-318 -- Prospectus Exemption for Certain Distributions through an Investment Dealer and the corresponding blanket orders and rules implementing CSA 45-318 in the participating jurisdictions in respect thereof. Pursuant to CSA 45-318, each subscriber relying on the investment dealer exemption must obtain advice regarding the suitability of the investment from a registered investment dealer. There is no material fact or material change of the company that has not been generally disclosed.

All securities issued pursuant to the offerings will be subject to a statutory hold period expiring four months and one day after closing of the non-FT unit offering or FT unit offering, as applicable. Completion of the offerings is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals, including approval of the exchange.

For more details on the company's option to acquire the Hawk Ridge project see the company's news releases dated March 6, March 7, April 12 and Sept. 23, 2023. Copies of the company's news releases are available under the company's SEDAR+ profile. 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 Gaspe, Nunavik Que. With a dedicated management team, the company's goal is to create shareholder value through the discovery of new deposits.

We seek Safe Harbor.

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