Alpha Exploration Announces Private Placement Financing
Alpha Exploration Announces Private
Placement Financing
Calgary, Alberta--(Newsfile Corp. - March 25, 2022) - Alpha Exploration Ltd.
(TSXV: ALEX) ("
Alpha
or
the "
Corporation
") is pleased to announce a non-brokered private placement financing of units
("
Units
") at a price of C$0.75 per Unit (the "
Offering Price
"), for aggregate gross proceeds of up to
C$5 million (the "
Private Placement
").
Each Unit is comprised of one ordinary share (each, a "
Share
") of the Corporation and one-half of one
ordinary share purchase warrant (each whole warrant, a "
Warrant
"). Each whole Warrant will entitle the
holder to acquire one additional Share (a "
Warrant Share
") at an exercise price of $1.125 per Warrant
Share (the "
Exercise Price
") for a period of 18 months immediately following the Closing Date (as
defined below).
The Corporation expects to close the first tranche of the Private Placement on or before March 31, 2022
(the "
Closing Date
").
In connection with its participation in the Private Placement, the Corporation has agreed to grant a
participation right to Crescat Portfolio Management LLC ("
Crescat
"), which provides Crescat the right
to purchase additional securities of the Corporation in future offerings of securities of the Corporation to
maintain its proportional percentage, pursuant to the terms of a participation rights agreement dated
March 10, 2022.
In connection with the Private Placement, Alpha may pay certain arm's length parties a cash finder's fee
payment equal to up to 6.0% of the Units that are sold to subscribers introduced by such parties. The net
proceeds of the Private Placement will be used to fund ongoing exploration work on the Kerkasha
Project in Eritrea, operating and administrative expenses, working capital and general corporate
purposes.
Completion of the Private Placement is subject to certain conditions including, but not limited to, the
receipt of all necessary regulatory approvals including the approval of the TSXV. The TSXV has not
approved the Offering Price or the Exercise Price and these remain subject to the change. The Shares,
Warrants and the Warrant Shares will be subject to a statutory hold period of four months plus one day
from the Closing Date, in accordance with applicable securities legislation.
It is expected that certain Insiders of the Corporation (as such term is defined under the policies of the
TSXV) may participate in the Private Placement. The participation of Insiders in the Private Placement
will constitute a "related party transaction" within the meaning of Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special Transactions
("
MI 61-101
"). The Corporation intends
to rely upon exemptions from the formal valuation and minority approval requirements of MI 61-101
based on a determination that the fair market value of the Private Placement, insofar as it involves the
related parties, does not exceed $2,500,000.
About Alpha Exploration Ltd.
Alpha is an exploration company listed on the TSX-V exchange under the symbol ALEX. The company is
focused on the discovery of gold and base metals deposits in the highly prospective Arabian-Nubian
shield, on either side of the Red Sea. Alpha currently holds a 100% interest in the large (771 km2)
Kerkasha Exploration License in southwest Eritrea on which 17 in prospects have been identified to
date.
For further information go to the Alpha webpage at
www.alpha-exploration.com
or contact:
Michael Hopley
President and Chief Executive Officer
Alpha Exploration Ltd.
Email:
Tel: +44 207129 1148
Cautionary Notes
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined
in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy
of the content of this release.
This press release is intended for distribution in Canada only and is not intended for
distribution to United States newswire services or dissemination in the United States.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the
securities in the United States. The securities have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "
U.S. Securities Act
") or any state securities laws and
may not be offered or sold within the United States or to U.S. persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption from such registration is available.
Forward-Looking Information
Certain statements and information herein, including all statements that are not historical facts,
contain forward-looking statements and forward-looking information within the meaning of applicable
securities laws. Such forward-looking statements or information include but are not limited to
statements or information with respect to: the terms and conditions of the Private Placement; the
closing date for the Private Placement; and anticipated use of net proceeds from the Private
Placement, including any advancement of exploration work on the Kerkasha Project. Often, but not
always, forward-looking statements or information can be identified by the use of words such as
"estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and
the negative of these words or such variations thereon or comparable terminology are intended to
identify forward-looking statements and information. With respect to forward-looking statements and
information contained herein, Alpha has made numerous assumptions including among other things,
assumptions about general business and economic conditions and the price of gold and other
minerals. The foregoing list of assumptions is not exhaustive.
Although management of Alpha believes that the assumptions made and the expectations
represented by such statements or information are reasonable, there can be no assurance that
forward-looking statements or information herein will prove to be accurate. Forward-looking statements
and information by their nature are based on assumptions and involve known and unknown risks,
uncertainties and other factors which may cause actual results, performance or achievements, or
industry results, to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements or information. These factors include, but
are not limited to: risks relating to Alpha's financing efforts; risks associated with the business of Alpha
given its limited operating history; business and economic conditions in the mining industry generally;
the supply and demand for labour and other project inputs; changes in commodity prices; changes in
interest and currency exchange rates; risks relating to inaccurate geological and engineering
assumptions (including with respect to the tonnage, grade and recoverability of reserves and
resources); risks relating to unanticipated operational difficulties (including failure of equipment or
processes to operate in accordance with specifications or expectations, cost escalation, unavailability
of materials and equipment, government action or delays in the receipt of government approvals,
industrial disturbances or other job action, and unanticipated events related to health, safety and
environmental matters); risks relating to adverse weather conditions; political risk and social unrest;
changes in general economic conditions or conditions in the financial markets; changes in laws
(including regulations respecting mining concessions); risks related to the direct and indirect impact
of COVID-19 including, but not limited to, its impact on general economic conditions, the ability to
obtain financing as required, and causing potential delays to exploration activities; and other risk
factors as detailed from time to time. Alpha does not undertake to update any forward-looking
information, except in accordance with applicable securities laws.
Cautionary Notes
This press release is intended for distribution in Canada only and is not intended for
distribution to United States newswire services or dissemination in the United States.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/118127