Quetzal Copper Corp. (TSXV: Q) (“Quetzal” or the “Company”) a North American focused copper exploration company is pleased to announce that it has entered into an agreement with Independent Trading Group (“ITG”) to act as lead agent and sole bookrunner in connection with a “best efforts” private placement (the “Offering”) for aggregate gross proceeds of up to $3,000,000 from the sale of the following:
- up to 6,666,666 units of the Company (the “Units”) at a price of $0.15 per Unit for gross proceeds of up to $1,000,000 from the sale of Units; and
- up to 10,526,315 common shares of the Company (the “FT Shares”, and together with the Units, the “Offered Securities”) at a price of $0.19 per FT Share for gross proceeds of up to $2,000,000 from the sale of FT Shares. Each FT Share will be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada).
Each Unit issued under the Offering shall consist of one common share in the capital of the Company (each, a “Common Share”) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder thereof to acquire one Common Share at an exercise price of $0.25 per Common Share for a period of 24 months from the Closing Date (as defined below).
The Offered Securities will be offered by way of the “accredited investor” exemption under National Instrument 45-106 – Prospectus Exemptions in all the provinces of Canada. The Offered Securities will be subject to a statutory hold period in Canada ending on the date that is four months plus one day following the Closing Date. The Units may also be sold in offshore jurisdictions and in the United States on a private placement basis pursuant to one or more exemptions from the registration requirements of the United States Securities Act of 1933 (the “U.S. Securities Act”), as amended.
The Company intends to use the net proceeds from the sale of Units for exploration and development activities and general corporate purposes. The gross proceeds from the sale of the FT Shares will be used by the Company to incur eligible “Canadian exploration expenses” that will qualify as “flow-through critical mineral mining expenditures” as such terms are defined in the Income Tax Act (Canada) (the “Qualifying Expenditures”) related to the Company’s Princeton and Dot projects in British Columbia, Canada. All Qualifying Expenditures will be renounced in favour of the subscribers of the FT Shares effective December 31, 2024.
ITG will have an option (the “Agent’s Option”) to increase the size of the Offering by up to 15% through the sale of up to 999,999 additional Units at a price of $0.15 per Unit and 1,578,947 FT Shares at a price of $0.19 per FT Share. The Agent’s Option is exercisable, in whole or in part, at any time up to 48 hours prior to the Closing Date.
The Offering is expected to close on or about December 18, 2024 (the “Closing Date”). Closing of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration requirements is available.
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