Faraday Copper Corp. (“Faraday” or the “Company”) (TSX:FDY) (OTCQX:CPPKF) is pleased to announce that it has completed its previously announced brokered bought deal financing, including the exercise in full of the Underwriters’ (as defined below) over-allotment option, for a total of 26,139,500 common shares (“Common Shares”) sold at a price of C$1.10 per Common Share for aggregate gross proceeds to the Company of C$28,753,450 (the “Brokered Offering”), concurrently with a non-brokered private placement of 18,200,000 Common Shares sold at a price of C$1.10 per Common Share for additional gross proceeds to the Company of C$20,020,000 (the “Non-Brokered Offering”). Collectively, 44,339,500 Common Shares were sold at a price of C$1.10 per Common Share for total gross process of $48,773,450 (collectively, the “Offerings”).
The Brokered Offering was underwritten by lead underwriter and sole bookrunner Ventum Financial Corp., on its own behalf and on behalf of BMO Nesbitt Burns Inc., Canaccord Genuity Corp., Haywood Securities Inc. and TD Securities Inc. (collectively, the “Underwriters”).
The Brokered Offering was made in accordance with the ‘listed issuer financing exemption’ in Part 5A of National Instrument 45-106 – Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (together, the “Listed Issuer Financing Exemption”), to purchasers in any province or territory of Canada, except Québec. Additionally, certain Common Shares were sold to Qualified Institutional Buyers in the United States in accordance with Rule 144A under the United States Securities Act of 1933, as amended, and purchasers in other qualifying jurisdictions outside of Canada as mutually agreed to by the Company and the Underwriters pursuant to the relevant prospectus or registration exemptions in accordance with applicable laws. The Common Shares issued and sold pursuant to the Listed Issuer Financing Exemption will not be subject to a ‘hold period’ pursuant to applicable Canadian securities laws. There is an offering document related to the Brokered Offering that can be accessed under the Company’s issuer profile at www.sedarplus.ca and on the Company’s website at www.faradaycopper.com (the “Offering Document”). The Offerings remain subject to final approval of the Toronto Stock Exchange.
The Company intends to use the net proceeds from the Offerings to fund advancement of the Copper Creek Project, located in Arizona, U.S., and for working capital and general corporate purposes as set out in the Offering Document.
The Common Shares offered in the Offerings have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Related Party Disclosure
Trusts settled by the late Adolf H. Lundin (the “Lundin Family Trusts”) acquired an aggregate of 9,450,000 Common Shares pursuant to the Offering, which constitutes a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions (“MI 61-101”) as a private entity controlled by the Lundin Family Trusts is currently the Company’s largest shareholder. Lundin Family Trusts’ participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance upon the exemptions contained in Section 5.5(a) and 5.7(1)(a), respectively, of MI 61-101. A material change report was not filed more than 21 days in advance of the closing as the launch of the Offering only occurred within a short period of time prior to the closing of the Offering, and the Company wished to close the Offering on an expedited basis for sound business reasons. Further information regarding the Offerings will be provided in a material change report to be filed by the Company.
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