15:20:26 EDT Wed 01 May 2024
Enter Symbol
or Name
USA
CA



Firefox Gold Corp
Symbol FFOX
Shares Issued 152,381,058
Close 2023-12-20 C$ 0.055
Market Cap C$ 8,380,958
Recent Sedar Documents

Firefox Gold closes $1.68-million private placement

2023-12-20 17:17 ET - News Release

Mr. Carl Lofberg reports

FIREFOX GOLD ANNOUNCES THE CLOSING OF A STRATEGIC FINANCING AND AN OPTION AGREEMENT WITH AGNICO EAGLE MINES LIMITED

FireFox Gold Corp. today closed a non-brokered private placement of 22,507,840 units of the company at a purchase price of 7.5 cents per unit for total gross proceeds of $1,688,088. Concurrent with the private placement, FireFox, together with its wholly owned subsidiary FireFox Gold Oy, entered into an earn-in agreement, pursuant to which FireFox Gold Oy granted a subsidiary of Agnico Eagle Mines Ltd. the right to earn an interest in the Kolho properties located in Northern Finland (the Kolho property).

Patrick Highsmith, chairman of FireFox, commented on the transactions: "We are excited to form this alliance with Agnico Eagle. Not only does the strategic investment recognize the potential of our more advanced projects, such as Mustajarvi, but the option agreement also demonstrates the geological potential of our Kolho property. We are proud to add Agnico Eagle to our roster of strong shareholders as the strategic backbone for our future growth through discovery."

Carl Lofberg, chief executive officer of FireFox, added: "Our company was the first junior gold explorer built around a Finland-based CEO and Finland-based exploration management. Now we are part of a growing community of local and international mining professionals in Finland, and we find ourselves working closely with Europe's largest gold miner. We look forward to working with the Agnico Eagle team at the Kolho property."

Private placement

Pursuant to the private placement, the company issued 19.01 million units to Agnico at a purchase price of 7.5 cents per unit, for gross proceeds of $1,425,750. Each unit comprised one common share of the company and one common share purchase warrant, with each warrant being exercisable to acquire one common share at an exercise price of 10 cents per warrant share for a term of five years following the closing of the private placement, subject to adjustment and an acceleration of the expiry date upon the occurrence of certain events. The proceeds of the private placement will be used for drilling and exploration expenditures on FireFox's Mustajarvi project, other exploration investment on the company's projects in Lapland and general working capital.

On closing of the private placement, Agnico will own 19.01 million common shares and 19.01 million warrants, representing approximately 10.9 per cent of the issued and outstanding common shares on a non-diluted basis and 19.6 per cent of the common shares on a partially diluted basis.

In connection with the private placement, FireFox entered into an investor rights agreement with Agnico. Pursuant to the investor rights agreement, Agnico is entitled to certain rights, provided Agnico maintains certain ownership thresholds in FireFox, including: (i) the right to participate in equity financings and top-up its holdings in relation to dilutive issuances in order to maintain its pro rata ownership interest in FireFox at the time of such financing or acquire up to a 19.99-per-cent ownership interest, on a partially diluted basis, in FireFox; and (ii) the right to nominate one person to the board of directors of FireFox. Agnico has not elected to exercise this right as of the closing of the private placement.

Crescat Portfolio Management LLC exercised its participation right and subscribed for 3,497,840 units on the same terms as Agnico for additional gross proceeds of $262,388. Upon closing, Crescat will own 31,188,969 common shares and 8,050,678 warrants, representing approximately 17.8 per cent of the issued and outstanding common shares on a non-diluted basis and 21.5 per cent of the common shares on a partially diluted basis. Crescat has agreed to restrict the exercise of any warrants if to do so would result in Crescat owning or controlling 20 per cent or more of the then issued and outstanding common shares of the company (calculated on a non-diluted basis), provided that Crescat may exercise all of its warrants in certain circumstances (including for the purpose of participating in a takeover bid, arrangement, amalgamation or similar transaction, or change in control of the company), subject to compliance with applicable securities laws including obtaining prior requisite disinterested shareholder and TSX Venture Exchange approvals.

The participation of Crescat in the private placement constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions and TSX-V Policy 5.9 -- Protection of Minority Security Holders in Special Transactions. In connection with his related party transaction, the company is relying on the formal valuation and minority approval exemptions of 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the portion of the private placement subscribed for by Crescat does not exceed 25 percent of the company's market capitalization.

The common shares and warrants issued in connection with the private placement and the warrant shares underlying the warrants are subject to a statutory hold period of four months plus one day from the date of completion of the private placement, in accordance with applicable securities legislation.

Option agreement

The Kolho property is a group of exploration permit applications and one exploration permit (Nuttio) that occupies a prospective structural corridor northeast of Rupert Resources' Ikkari discovery and FireFox's Sarvi property. The Kolho property covers more than 120 square kilometres, and FireFox has completed detailed airborne magnetic surveys and limited reconnaissance mapping and sampling in the area.

Pursuant to the terms of the earn-in agreement, FireFox granted Agnico an exclusive right to earn a 51-per-cent interest in the Kolho property by incurring exploration expenditures totalling $5-million (U.S.) before the fifth anniversary of entering into the earn-in agreement, of which $2-million (U.S.) will be a committed amount required to be spent on or prior to the third anniversary of the date that certain permits are granted in respect of the Kolho property.

Upon Agnico earning a 51-per-cent interest in the Kolho property, Agnico and FireFox will enter into a joint venture agreement, pursuant to which, Agnico will become the operator of the venture and be entitled to a 5-per-cent management fee. Under the JV agreement, Agnico will be granted the right to acquire an additional 24-per-cent interest in the Kolho property by incurring additional exploration expenditures totalling $7.5-million (U.S.) before the eighth anniversary of the earn-in grant date. A portion of the Kolho property is subject to an existing 1.5-per-cent net smelter return royalty.

About FireFox Gold Corp.

FireFox Gold is listed on the TSX Venture Stock Exchange under the ticker symbol FFOX. FireFox also trades on the OTCQB Venture Market Exchange in the United States under the ticker symbol FFOXF. The company has been exploring for gold in Finland since 2017 where it holds a large portfolio of prospective ground.

Finland is one of the top mining investment jurisdictions in the world as indicated by its multiple top 10 rankings in recent Fraser Institute Surveys of Mining Companies. Having a strong mining law and long mining tradition, Finland remains underexplored for gold. Recent exploration results in the country have highlighted its prospectivity, and FireFox is proud to have a Finland-based CEO and technical team.

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