Advance United Holdings Inc. Announces Private Placement of Common Shares and Common Shares Issued on a Flow-Through Basis = Sept 14, 2022
Advance United Holdings Inc. Announces Private Placement of
Common Shares and Common Shares Issued on a Flow-Through Basis
September 14, 2022 Toronto, Ontario – Advance United Holdings Inc. (CSE: AUHI) (the
"Company") is pleased to announce a non-brokered private placement (the " Offering") of up to
2,500,000 units (each, a "Unit") in the capital of the Company at a price of $0.08 per Unit and up
to 3,000,000 common shares (each, a " FT Share") in the capital of the Company, issued on a
"flow-through basis" at a price of $0.10 per FT Share for aggregate gross proceeds of up to
$500,000. Each Unit will be comprised of one common share (each, a " Common Share") in the
capital of the Company and one-half of one whole Common Share purchase warrant (each whole
warrant, a " Warrant"). Each Warrant shall entitle the holder thereof to acquire one Common
Share at a price of $0.15 per Common Share for a period of twenty-four (24) months from the
date of issuance. The FT Shares will qualify as "flow-through shares" within the meaning of
subsection 66(15) of the Income Tax Act (Canada).
All securities issued pursuant to the Offering will be subject to a hold period of four months plus
a day from the date of issuance and the resale rules of applicable securities legislation. The net
proceeds from the sale of the Units will be used for general working capital purposes. The gross
proceeds from the sale of the Flow-Through Shares will be used by the Company to incur eligible
"Canadian exploration expenses" that will qualify as "flow-through expenditures" as such terms
are defined in the Income Tax Act (Canada).
In addition, the Company announces that it has closed the first tranch e of the Offering through
the issuance of 1,500,000 FT Shares for gross proceeds of $150,000.
The closing of the Offering is subject to certain conditions including, but not limited to, the receipt
of all necessary regulatory and other approvals, including the approval of the Canadian Securities
Exchange.
This news release does not constitute an offer to sell or a solicitation of an offer to sell 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.
The Offering constituted a related party transaction within the meaning of Multilateral
Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”)
as an insider of the Company subscribed for 1,500,000 FT Shares pursuant to the Offering. The
Company is relying on the exemptions from the valuation and minority shareholder approval
requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the
Company is not listed on a specified market and the fair market value of the participation in the
Offering by the insider does not exceed 25% of the market capitalization of the Company in
accordance with MI 61-101. The Company did not file a material change report in respect of the
related party transac tion at least 21 days before the closing of the of the Offering, which the
Company deems reasonable in the circumstances in order to complete the Offering in an
expeditious manner.
For more information, please contact:
Advance United Holdings Inc.
James Atkinson P. Geo., CEO
Tel: (647) 278-7502
Email: [email protected]
Forward-Looking Information
This news release contains "forward-looking information " within the meaning of applicable
securities laws relating to trading on the CSE and the focus of the Company’s business. Any such
forward-looking statements may be identified by words such as "expects", "anticipates",
"intends", "contemplates", "believes", "projects", "plans" and similar expressions. Forward -
looking statements in this news release include statements regarding the Company’s ability to
increase the value of its current and future mineral exploration properties and, in connection
therewith, a ny long -term shareholder value, the Company’s ability to mitigate or eliminate
exploration risk, and the Company’s intention to develop a portfolio of historic gold properties.
Readers are cautioned not to place undue reliance on forward -looking statements . These
statements should not be read as guarantees of future performance or results. Such statements
involve known and unknown risks, uncertainties and other factors that may cause actual results,
performance or achievements to be materially different from those implied by such statements.
Although such statements are based on management’s reasonable assumptions, there can be no
assurance that the Company will continue its business as described above. Readers are
encouraged to refer to the Company’s annual and quarterly management’s discussion and
analysis and other periodic filings made by the Company with the Canadian securities regulatory
authorities under the Company’s profile on SEDAR at www.sedar.com. The Company assumes no
responsibility to update or revise forward -looking information to reflect new events or
circumstances or actual results unless required by applicable law.