Decade Announces Closing of Tranche 2 of Non-Brokered Private Placement of Flow-Through Units
BWL\426501\PP 2018 09-FTU\4319C
Not for distribution to U.S. news wire services or dissemination in the United States.
DECADE RESOURCES LTD.
611 - 8th Street
Stewart, British Columbia, V0T 1W0
Telephone: (250) 636-2264 Fax: (250) 636-2265
NEWS RELEASE
November 5, 2018 TSX-V: DEC
Decade Announces Closing of Tranche 2 of Non-Brokered Private Placement of Flow-Through Units
Stewart, BC – Decade Resources Ltd. (the “Company”) is pleased to announce that it has closed a
second tranche of its previously announced non-brokered private placement. A total of 1,742,384 flow-
through units were issued at the price of $0.065 per unit to raise $113,254.96. Each unit consists of one
flow-through common share of the Company and one transferable non -flow-through common share
purchase warrant. Each warrant entitles the holder to purchase, for a period of 24 months, one
additional common share of the Company, at a price of $0.08 per share.
All of the shares and warrants, and any shares issued upon exercise of the warrants comprising the
units, are sub ject to a hold period and may not be traded in Canada until March 6, 2019, except as
permitted by applicable Canadian securities laws and the TSX Venture Exchange.
The private placement included the following subscription from a “related party” of the Company as
defined in Multilateral Instrument 61 -101 Protection of Minority Security Holders in Special
Transactions ("MI 61-101"): Edward Kruchkowski (the Company’s President and Chief Executive
Officer) acquired 307,692 flow-through units. The issuance of the flow -through units to
Mr. Kruchkowski did not result in a material change in the percentage of securities of the Company
held by him. The participation of Edward Kruchkowski in the private placement was exempt from
formal valuation and minority shareh older approval requirements pursuant to exemptions
contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that at the time the private
placement was agreed to, neither the fair market value of the securities to be distributed in the
private placement nor the consideration to be received for those securities, insofar as the private
placement involved the related party, exceeds 25% of the Company’s market capitalization.
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 and the participation by the related
party was not settled until shortly prior to closing and the Company wished to close the private
placement on an expedited basis for sound business reasons.
The proceeds of the private placement will be expended on the Company's properties located in British
Columbia.
The Comp any is continu ing its best efforts offering on the remaining balance of the $650,000 flow-
through financing originally announced on August 15, 2018.
BY ORDER OF THE BOARD OF DIRECTORS OF
DECADE RESOURCES LTD
"Randolph Kasum"
Randolph Kasum,
Director
- 2 -
BWL\426501\PP 2018 09-FTU\4319C
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.
This news release may co ntain forward –looking information . Forward -looking information addresses future events and conditions and
therefore involves inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements.