The Company and Fabled Copper have entered into an agreement with
Each Conventional Unit Subscription Receipt will entitle the holder thereof, without payment of any additional consideration and without further action on the part of the holder, upon the satisfaction of the Escrow Release Conditions (as defined below) to receive one unit of securities of Fabled Copper (a 'Conventional Unit'). Each Conventional Unit will consist of one common share in the capital of Fabled Copper (a 'Common Share') and one Common Share purchase warrant (a 'Warrant').
Each Flow-Through Subscription Receipt will entitle the holder thereof, without payment of any additional consideration and without further action on the part of the holder, upon the satisfaction of the Escrow Release Conditions to receive one flow-through unit of securities of the Company (an 'FT Unit'). Each FT Unit will consist of one Common Share that will qualify as a 'flow-through share' within the meaning of subsection 66(15) of the Income Tax Act (
Each Warrant will entitle the holder thereof to purchase one Common Share (a 'Warrant Share') at an exercise price of
Following completion of the Spin-Out Transaction and satisfaction of the Escrow Release Conditions, Fabled Copper intends to use the net proceeds from the sale of Conventional Unit Subscription Receipts for working capital and general corporate purposes. The gross proceeds from the sale of Flow-Through Subscription Receipts will be used for exploration expenses on the Fabled Copper's mining projects as permitted to qualify as CEE under the Tax Act.
Fabled Copper will also grant to the Agent an option to increase the size of the Offering by up to an additional 15% in Conventional Unit Subscription Receipts and/or Flow-Through Subscription Receipts.
The Conventional Unit Subscription Receipt and Flow-Through Subscription Receipt to be issued under the Offering will be offered by way of private placement in each of the provinces of
The Offering is scheduled to close on or about the week of
Upon closing of the Offering, the net proceeds will be placed in escrow (the 'Escrowed Proceeds') and will be released to Fabled Copper (together with the interest thereon) upon satisfaction of certain escrow release conditions and the Agent receiving a certificate from the Company and Fabled Copper prior to the Termination Time to the effect that: 1. all conditions precedent, undertakings, and other matters to be satisfied, completed and otherwise met at or prior to the completion of the Spin-Out Transaction have been satisfied or waived in accordance with the terms of the plan of arrangement (any such waiver to be consented to by the Agent in writing, acting reasonably); 2. Fabled Copper obtaining conditional approval from the Exchange for the Common Shares to be listed and posted for trading; 3. Fabled Copper having qualified a prospectus to qualify the distribution of (i) its Common Shares to be issued under the Spin-Out Transaction and (ii) the Common Shares and Warrant Shares comprising the Conventional units and FT Units; 4. there have been no material amendments of the terms and conditions of the Spin-Out Transaction which have not been approved by the Agent; 5. receipt by the Company or Fabled Copper, as applicable, of all necessary regulatory, shareholder, and other approvals regarding the Offering and the Spin-Out Transaction and 6. such other documents as the Agent may request for a transaction of this nature in a form satisfactory to the Agent.
During the period commencing on the Closing Date (as defined below) and ending on the earlier of the time of satisfaction of the Escrow Release Conditions and the Termination Time (as defined below), Fabled Copper may use (and the Escrow Agent will be authorized to release to Fabled Copper) up to 15% of the Escrowed Proceeds for expenses related to the Spin-Out Transaction (the 'Early Release Escrowed Proceeds').
If (i) the Escrow Release Conditions are not satisfied or waived on or prior to
If satisfaction of the Escrow Release Conditions does not occur by
Fabled Copper will obtain the necessary approvals to list the Common Shares comprised in the Conventional Units and FT Units, the Warrant Shares and the Common Shares issuable upon exercise of the Agent's compensation options (as described below) for trading on the Exchange. On the Closing Date, the Fabled Copper shall pay to the Agent a cash agency fee of 8.0% of the aggregate gross proceeds arising from the Offering (including the Over-Allotment Option, if exercised). The Agent will also be issued compensation options equal to 8.0% of the number of Conventional Unit Subscription Receipts and Flow-Through Subscription Receipts sold under the Offering (the 'Compensation Options'). Each Compensation Option shall be exercisable to acquire one Conventional Unit at an exercise price of
This press release is not an offer to sell or the solicitation of an offer to buy the securities in
About
The Company 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 has entered into an agreement with
About
Fabled Copper is a wholly owned subsidiary of the Company whose primary interest is in exploring the Muskwa copper property located in
The Company is in the process of spinning out Fabled Copper by distributing the shares it holds in Fabled Copper to the shareholders of the Company through a statutory plan of arrangement. Concurrently Fabled Copper is applying to list its common shares on the Exchange following completion of the Spin Out transaction.
Contact:
Mr.
Tel: (819) 316-0919
Email: peter@fabledfco.com
Cautionary Statement Regarding Forward Looking Information
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
(C) 2021 Electronic News Publishing, source