Mr. Sylvain Laberge reports
1844 CLOSES NON-BROKERED PRIVATE PLACEMENT OF FLOW THROUGH UNITS
1844 Resources Inc. has closed its previously announced non-brokered private placement of flow-through (FT) units. At closing, the company issued 13,042,928 FT units at a price of 3.5 cents per FT unit for aggregate gross proceeds of approximately $456,500.
Each FT unit comprises one common share in the capital 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 entitles the holder thereof to acquire one additional common share at an exercise price of five cents per FT unit warrant share for a period of 24 months following closing of the FT unit offering (1).
The company intends to use the proceeds of the FT unit offering to incur resource exploration expenses that will constitute Canadian exploration expenses and flow-through mining expenditures as defined in the Income Tax Act (Canada).
In connection with the FT unit offering, the company paid cash finders' fees in the aggregate amount of $15,040.20 and issued 429,720 non-transferable common share purchase warrants to certain eligible persons who referred investors to the company, where permitted by applicable law and in accordance with the polices of the TSX Venture Exchange. Each finder's warrant will entitle the holder thereof to purchase a common share at a price of five cents per finder's warrant share for a period of 24 months following closing of the FT unit offering.
All securities issued pursuant to the FT unit offering are subject to a statutory hold period expiring four months and one day after closing of the FT unit offering (expiring May 1, 2025).
Additionally, the company intends to increase its previously announced non-brokered private placement of units of the company at a price of 2.5 cents per unit from aggregate gross proceeds of up to $500,000 to aggregate gross proceeds of up to $700,000. The increase in the unit offering is subject to approval by the exchange.
Certain insiders of the company subscribed to the FT unit offering for an aggregate of 400,000 FT units. Such issuance of FT units to the insiders constitutes a related party transaction, as such term is defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on an exemption from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to Section 5.5(a) and Section 5.7(1)(a) of MI 61-101, on the basis that the participation in the FT unit offering by the insiders does not exceed 25 per cent of the fair market value of the company's market capitalization.
A material change report will be filed in connection with the participation of the insiders in the FT unit offering less than 21 days in advance of the closing of the FT unit offering, which the company considers reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and to complete the FT unit offering in an expeditious manner.
About 1844 Resources Inc.
1844 is an exploration company with a focus in strategic and energetic metals and underexplored regions Gaspe and Nunavik, Que. With a dedicated management team, the company's goal is to create shareholder value through the discovery of new deposits.
(1) For the avoidance of doubt, each FT unit warrant share is a common share and such common share is not being issued as a flow-though share.
We seek Safe Harbor.
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