Decade Announces Closing of Non-Brokered Private Placement of Flow-Through Units
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DECADE RESOURCES LTD.
611 - 8th Street
Stewart, British Columbia, V0T 1W0
Telephone: (250) 636 -2264 Fax: (250) 636 -2265
NEWS RELEASE
August 5, 2020 TSX -V: DEC
Decade Announces Closing of Non-Brokered Private Placement of Flow-Through Units
Stewart, BC – Decade Resources Ltd. (the “ Company ”) is pleased to announce that the Company has
closed its non-brokered private placement (the “ Private Placement ”), as previously announced on June
29, 2020. Pursuant to the Private Placement, the Co mpany issued an aggregate of 24,000,000 flow-
through units (each, a “ Unit ”) at the price of $0.05 per Unit for gross proceeds of $1,200,000.
Each unit consists of one flow-through common share of the Company (each, a “ Common Share ”) and
one transferable non-flow-through common share purchase warrant (each, a “ Warrant ”). Each Warrant
will entitle the holder, on exercise thereof, to pu rchase one additional Common Share, at a price of
$0.08 per Common Share, for a period of 24 months from the date of issuance.
The proceeds of the Private Placement will be expen ded on the Company's properties located in British
Columbia.
In consideration for introducing certain subscriber s to the Private Placement, the Company paid a cash
fee totaling $17,700 to certain finders.
Certain insiders of the Company acquired 500,000 Units pursuant to the Private Placement. The issuance
of Units to insiders is a “related party transactio n” under the policies of the TSX Venture Exchange a nd
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 the fair market
value of the participation in the Private Placement by insiders does not exceed 25% of the market
capitalization of the Company, as determined in accordance with MI 61-101. The Company did not file a
material change report more than 21 days before the expected closing of the Private Placement, as the
details of the Private Placement were not settled u ntil shortly prior to closing and the Company wishe d
to close on an expedited basis for sound business r easons and in a timeframe consistent with usual
market practices for transactions of this nature.
All securities issued under the Private Placement will be subject to a four month hold period expiring on
December 6, 2020 under applicable Canadian securities laws. Closing of the Private Placement is subject
to a number of conditions, including receipt of all necessary corporate and regulatory approvals,
including the approval of the TSX Venture Exchange.
About the Company
Decade Resources Ltd. is a Canadian based mineral e xploration company actively seeking opportunities
in the resource sector. Decade holds numerous prope rties at various stages of development and
exploration from basic grass roots to advanced ones . Its properties and projects are all located in th e
“Golden Triangle” area of northern British Columbia.
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For a complete listing of the Company assets and de velopments, visit the Company website at
www.decaderesources.ca which is presently being upd ated. For investor information please call 250-
636-2264 or Gary Assaly at 604-377-7969.
BY ORDER OF THE BOARD OF DIRECTORS OF
DECADE RESOURCES LTD
"Randolph Kasum"
Randolph Kasum,
Director
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward Looking Statement s.
Except for the statements of historical fact, this news release contains "forward-looking information" within the
meaning of the applicable Canadian securities legis lation that is based on expectations, estimates and projections
as at the date of this news release. "Forward-looki ng information" in this news release includes infor mation about
the Company’s anticipated use of proceeds of the Pr ivate Placement, and other forward-looking informat ion.
Factors that could cause actual results to differ m aterially from those described in such forward-look ing
information include, but are not limited to, the in ability to obtain the necessary TSX Venture Exchang e approvals to
complete the Private Placement or to apply the proceeds of the Private Placement as anticipated by management.
The forward-looking information in this news releas e reflects the current expectations, assumptions an d/or beliefs
of the Company based on information currently avail able to the Company. In connection with the forward -looking
information contained in this news release, the Com pany has made assumptions about the Company’s abili ty to
close the Private Placement, that the Company's fin ancial condition and development plans do not chang e as a
result of unforeseen events, and that the Company w ill receive all required regulatory approvals, incl uding TSX
Venture Exchange approval, for the Private Placement.
Although the Company believes that the assumptions inherent in the forward-looking information are rea sonable,
forward-looking information is not a guarantee of f uture performance and accordingly undue reliance sh ould not
be put on such information due to the inherent unce rtainty therein. The Company does not assume any ob ligation
to update the forward-looking statements, or to upd ate the reasons why actual results could differ fro m those
reflected in the forward-looking statements, unless and until required by applicable securities laws. Additional
information identifying risks and uncertainties is contained in the Company's filings with the Canadia n securities
regulators, which filings are available at www.sedar.com .