Mr. Mark Kolebaba reports
ADAMERA ANNOUNCED SEPTEMBER 2024 FINANCING FULLY SUBSCRIBED
Adamera Minerals Corp.'s non-brokered private placement announced on Sept. 6, 2024, is fully subscribed with a total of 3,391,024 units at a price of 15 cents per unit for gross proceeds of $508,653.60. Each unit will consist of one common share of the company and one share purchase warrant. Each warrant will entitle the holder to purchase an additional common share at a price of 20 cents for a period of five years from the date of closing of the private placement. If the shares of the company trade at price of 30 cents or above for 10 or more consecutive days during the five-year period, warrantholders will have 30 days to exercise the warrant.
A total of 491,667 units are subscribed by officers and directors of the company and constitutes related-party transactions within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions adopted in the policy. The company has relied on exemptions from the formal 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 in respect of related-party participation in the placement as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the related parties, exceeded 25 per cent of the company's market capitalization (as determined under MI 61-101).
A cash finder's fee of $1,125 will be paid for this financing.
The company intends to use the net proceeds of the private placement for exploration work on its gold properties and for general working capital. The units associated with this private placement are subject to a statutory hold period of four months and a day from the closing date of the private placement. The private placement is subject to regulatory approval.
With regards to the non-brokered private placement that was closed in December, 2023, for $128,500, there were no additional tranches. In the December, 2023,
non-brokered private placement, an officer and director of the company purchased or acquired direction and control over a total of 400,000 units (pre-10-for-one share consolidation). The placement to this person constitutes a related-party transaction where the company relies on exemptions under MI 61-101 as noted above.
About Adamera
Minerals Corp.
Adamera Minerals is exploring for a high-grade gold deposit near Republic, Wash. This area has reportedly produced eight million ounces of gold averaging 14.5 grams per tonne. Adamera is the dominant regional explorer in the area.
We seek Safe Harbor.
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