Interra Copper Closes Flow-Through Private Placement Financing
CSE: IMCX WWW.INTERRACOPPERCORP.COM
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FOR DISSEMINATION IN THE UNITED STATES
INTERRA COPPER CLOSES FLOW-THROUGH PRIVATE PLACEMENT FINANCING
December 15, 2023, VANCOUVER, British Columbia – Interra Copper Corp. (CSE: IMCX) (FSE:
3MX) ("Interra" or the "Company") is pleased to announce that, further to its news release
of December 7, 2023, it has closed its previously announced fully subscribed non-brokered
private placement (" Private Placement") issuing an aggregate of 3,041,397 flow-through
shares of the Company (the " FT Shares", and each, a "FT Share") at a price of $0.29 per FT
Share for aggregate gross proceeds of $882,005.
Each FT Share constitutes a “flow-through share ” within the meaning of the Income Tax
Act (Canada) (the "Tax Act") and the gross proceeds of the Private Placement will be used by
the Company for exploration and related programs, which qualify as "Canadian exploration
expenses" and "flow -through critical mineral mining expenditures", as such terms are
defined in the Tax Act, in connection with Interra's projects in British Columbia.
In connection with the Private Placement, the Company paid cash finder’s fees totaling
$60,725.35 and issued 209,396 finder’s warrants (the “Finder’s Warrants ”) entitling the
holder thereof to acquire one non -flow-through common share at an exercise price of
C$0.29. An aggregate of 173,190 of the Finder’s Warrants bear an e xpiration date of
December 15, 2025, and the remaining 36,206 Finder’s Warrants bear an expiration date of
December 15, 2026,
All securities issued pursuant to the Private Placement are subject to a statutory four month
hold period expiring April 16, 2024.
The securities described herein have not been 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 absent registration or compliance with an applicable exemption from
the registration requirements of the U.S. Securities Act and applicable state securities laws.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of the securities in any State in which such offer, solicitation or sale
would be unlawful.
Related Party Participation in the Private Placement
Jason Nickel, Chief Operating Officer and Director of the Company, participated in the Private
Placement by purchasing 50,000 FT Shares for $ 14,500. The participation by Mr. Nickel, as
an insider of the Company, constitutes a "related party transaction" as defined under
Multilateral Instrument 61 -101 Protection of Minority Security Holders in Special
Transactions (“MI 61-101”). The Company is relying on the exemptions from the valuation
and minority shareholder approval requirements of MI 61 -101 contained in sections 5.5(a)
and 5.7(1)(a) of MI 61-101, as neither the fair market value of the Common Shares purchased
by Mr. Nickel, nor the consideration for the FT Shares paid by Mr. Nickel, exceeded 25% of
the Company's market capitalization. The Company did not file a material change report in
respect of the related party transaction at least 21 days before the closing of the Private
Placement, which the Company deems reasonable in the cir cumstances as the details of
insider participation in the Private Placement were not settled until shortly prior to closing
the Private Placement and the Company wished to complete the Private Placement in an
expeditious manner.
On behalf of the Board of Interra Copper Corp.
Rick Gittleman
Interim CEO & Chairman
For further information contact:
Katherine Pryde
Investor Relations
+1 (778) 949-1829
Forward Looking Information
This news release contains certain "forward -looking information" and "forward -looking
statements" (collectively "forward -looking statements") within the meaning of applicable
securities legislation. Forward -looking statements are frequently, but not always , identified by
words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible",
and similar expressions, or statements that events, conditions, or results "will", "may", "could",
or" should" occur or be achieved. All statements, other than statements of historical fact, included
herein, without limitation, statements related to the use of proceeds from the Private Placement
are forward-looking statements. There can be no assurance that such statements will prove to
be accurate, and actual results and future events could differ materially from those anticipated
in such statements. Forward-looking statements reflect the beliefs, opinions and projections on
the date the statements are made and are based upon a number of assumptions and estimates
that, while considered reasonable by Interra, are inherently subject to significant business,
economic, competitive, political and social uncertainties and contingencies. Many factors, both
known and unknown, could cause actual results, performance or achievements to be materially
different from the results, performance or achievements that are or may be expressed or implied
by such forward -looking statements and the parties have made assumpt ions and estimates
based on or related to many of these factors. Such factors include, without limitation, the ability
to complete exploration work, the results of exploration, continued availability of capital, and
changes in general economic, market and business conditions. Readers should not place undue
reliance on the forward -looking statements and information contained in this news release
concerning these items. Interra does not assume any obligation to update the forward -looking
statements of beliefs , opinions, projections, or other factors, should they change, except as
required by applicable securities laws.
The Canadian Securities Exchange has not reviewed, approved or disapproved the contents of
this press release, and does not accept responsibility for the adequacy or accuracy of this release.