Each Unit will consist of one common share (a 'Common Share') in the capital of the Company and one Common Share purchase warrant (a 'Warrant') of the Company. Each Warrant shall be exercisable to acquire one Common Share at a price of
Closing is expected to occur on or about
All securities issued pursuant to the Offering will be subject to a hold period of four months and one day from the date of issuance, in accordance with applicable securities laws. Closing of the Offering is subject to the approval of the
The proceeds from the Offering will be used by the Company to make required property payments, to further explore the Santa Maria Property, and for general working capital.
Consolidation
At a special meeting of shareholders of the Company held on
The board of directors of the Company has now determined to proceed with the Consolidation on a five to one (5:1) basis (the 'Conversion Ratio'). As of today's date, the Company has 215,446,649 Common Shares issued and outstanding. Following the completion of the Consolidation (but before giving effect to the Offering), the number of issued and outstanding Common Shares of the Company will be approximately 43,089,330.
No fractional Common Shares will be issued under the Consolidation as fractional Common Shares will be rounded either up or down to the nearest whole number of Common Shares. Each fractional Common Share remaining after conversion that is less than half of a Common Share will be cancelled and each fractional Common Share that is at least half of a Common Share will be rounded to one whole Common Share. The exercise price and number of Common Shares issuable pursuant to the exercise of any outstanding convertible securities, including incentive stock options and warrants, will also be adjusted in accordance with the Consolidation Ratio.
The Consolidation is subject to the approval of the TSXV and the receipt of all required regulatory approvals. There will be no change to the name or trading symbol of the Company.
Management believes the Consolidation is in the best interest of shareholders. It will improve the Company's ability to attract new investors and to raise the capital required to advance its projects.
The shares will begin trading on the TSXV on a post- Consolidated basis on a date to be determined in consultation with the TSXV. The Company will provide updates on the same by the issuance of further press releases.
Letters of transmittal describing the process by which shareholders may obtain new certificates representing their post-consolidated Common Shares will be mailed to registered shareholders. Common Shares held in uncertificated form by non-registered shareholders through brokerage accounts will be converted at the Conversion Ratio through each shareholder's brokerage account. Non-registered shareholders should consult their broker for further information.
The securities offered in the Offering have not and will not be registered under the Securities Act of 1933 (the '1933 Act') and may not be offered or sold in
Option Plan
In addition to the Consolidation the Company is pleased to report that at the Meeting the shareholders approved the Company's amended and restated 10% rolling stock option plan dated
About
Fabled is focused on acquiring, exploring and operating properties that yield near-term metal production. The Company has an experienced management team with multiple years of involvement in mining and exploration in
The Company's mandate is to focus on acquiring precious metal properties in
The Company has entered into an agreement with
Contact:
Mr.
President and C.E.O.
T: (819) 316-0919
E: peter@fabledfco.com
E: info@fabledfco.com
Neither the
Certain statements contained in this news release constitute 'forward-looking information' as such term is used in applicable Canadian securities laws. Forward-looking information is based on plans, expectations and estimates of management at the date the information is provided and is subject to certain factors and assumptions, including, that the Company's financial condition and development plans do not change as a result of unforeseen events and that the Company obtains any required regulatory approvals.
Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Some of the risks and other factors that could cause results to differ materially from those expressed in the forward-looking statements include, but are not limited to: impacts from the coronavirus or other epidemics, general economic conditions in
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