1844 Announces a Non-Brokered Private Placement
1844 Announces a Non-Brokered Private
Placement
Saskatoon, Saskatchewan--(Newsfile Corp. - April 12, 2023) -
1844 RESOURCES Inc. (TSXV: EFF)
(the "
Company
" or "
1844
") announces a non-brokered private placement of up to 40,000,000 units (the
"
Units
"), at $0.05 per Unit for gross proceeds of up to $2,000,000 (the "
Offering
"). The Units will consist
of one common share of the Company and one common share purchase warrant (each whole warrant, a
"
Warrant
"). The Warrants are exercisable for a period of 36 months from closing of the Offering (the
"
Expiry Date
") at an exercise price of $0.075.
In connection with the Offering, the Company will pay 8% cash finders fee and 8% non-transferable share
purchase warrants, each warrant entitling the holder thereof to purchase one common share of the
Company at a price of $0.05 per share for a period of 12 months from closing.
1844 will use the net proceeds from the Offering in connection with its option to acquire the Hawk Ridge
Project, for exploration on the Hawk Ridge Project and for general corporate purposes.
Mr. Sylvain
Laberge, President and CEO of the Company commented: "The option to acquire a 100% interest in the
Hawk Ridge Project is transformational for 1844.
Hawk Ridge is expected to become one of the flagship
properties of the Company and is expected to add to our existing portfolio of copper and other critical
mineral projects in coastal Quebec."
The Offering will be conducted under available exemptions from the prospectus requirements of
applicable securities legislation and participation in the Offering will be available to existing
shareholders in qualifying jurisdictions in Canada in accordance with BC Instrument 45-534 -
Prospectus Exemption for Distributions to Existing Security Holders
and the corresponding blanket
orders and rules implementing CSA Notice 45-313 -
Prospectus Exemption for Distributions to Existing
Security Holders
in the participating jurisdictions in respect thereof (collectively, the "
Existing Security
Holder Exemption
").
The Company has set April 10, 2023 as the record date for the purpose of determining shareholders
entitled to participate in the Offering in reliance on the Existing Security Holder Exemption. Qualifying
shareholders who wish to participate in the Offering should contact the Company at the contact
information set forth below no later than April 18, 2023. If the Offering is over-subscribed for, Units will be
allocated pro-rata amongst all subscribers. All subscription materials must be provided to the Company
no later than May 8, 2023.
The Company may close the Offering in several tranches during the Offering,
the first of which the Company intends to close no later than May 22, 2023.
In addition to conducting the
Offering pursuant to the Existing Shareholder Exemption, the Offering will also be conducted pursuant to
other available prospectus exemptions. Insiders may participate in the Offering.
The aggregate acquisition cost to a subscriber under the Existing Security Holder Exemption cannot
exceed $15,000, unless that subscriber has obtained advice regarding the suitability of the investment
and, if the subscriber is resident in a jurisdiction of Canada, such advice is obtained from a person that
is registered as an investment dealer in the subscriber's jurisdiction.
In addition to the Existing Security Holder Exemption and other available prospectus exemptions, a
portion or all of the Offering may be completed pursuant to Multilateral CSA Notice 45-318 -
Prospectus
Exemption for Certain Distributions
through an Investment Dealer ("
CSA 45-318
") and the
corresponding blanket orders and rules implementing CSA 45-318 in the participating jurisdictions in
respect thereof in the participating jurisdictions (collectively with CSA 45-318, the "
Investment Dealer
Exemption
"). Pursuant to CSA 45-318, each subscriber relying on the Investment Dealer Exemption
must obtain advice regarding the suitability of the investment from a registered investment dealer. There
is no material fact or material change of the Company that has not been generally disclosed.
All securities issued pursuant to the Offering will be subject to a statutory hold period expiring four
months and one day after closing of the Offering. Completion of the Offering is subject to a number of
conditions, including, without limitation, receipt of all regulatory approvals, including approval of the TSX
Venture Exchange (the "
Exchange
").
None of the securities issued in the Offering will be registered under the United States Securities Act of
1933, as amended (the "
1933 Act
"), and none of them may be offered or sold in the United States
absent registration or an applicable exemption from the registration requirements of the 1933 Act. This
press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any
sale of the securities in any state where such offer, solicitation, or sale would be unlawful.
Certain insiders of the Company are expected to participate in the Offering. This participation by
insiders in the Financing constitutes a related party transaction as defined under Multilateral Instrument
61-101 -
Protection of Minority Security Holders in Special Transactions
("
MI 61-101
"). However, the
Company considers such participation would be exempt from the formal valuation and minority
shareholder approval requirements of MI 61-101, as the fair market value of the Units subscribed for by
the insiders and the consideration for the Units paid by such insiders, would not exceed 25 per cent of
the Company's market capitalization.
For more details on the Company's option to acquire the Hawk Ridge Project, see the Company's news
releases dated March 6 and 7, 2023 (copies of which are available under the Company's SEDAR profile
at
www.sedar.com
). The Company's option to acquire the Hawk Ridge Project remains subject to
Exchange approval.
About 1844 Resources Inc.:
1844 is an exploration company with a focus in strategic and energetic
metals and underexplored regions "Gaspé, Chibougamau Québec".
With a dedicated management
team, the Company's goal is to create shareholder value through the discovery of new deposits.
1844 RESOURCES INC.
(signed) "
Sylvain Laberge
"
Sylvain Laberge
President and CEO
514.702.9841
Slaberge@1844 resources.com
FORWARD-LOOKING INFORMATION
This news release includes "forward-looking statements" and "forward-looking information" within the
meaning of Canadian securities legislation. All statements included in this news release, other than
statements of historical fact, are forward-looking statements including, without limitation, statements with
respect to the Company's option on the Hawk Ridge Project and the Offering. Forward-looking
statements include predictions, projections and forecasts and are often, but not always, identified by the
use of words such as "anticipate", "believe", "plan", "estimate", "expect", "potential", "target", "budget"
and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be
achieved and other similar expressions and includes the negatives thereof.
Forward-looking statements are based on a number of assumptions and estimates that, while
considered reasonable by management based on the business and markets in which the Company
operates, are inherently subject to significant operational, economic, and competitive uncertainties, risks
and contingencies. These include assumptions regarding, among other things: general business and
economic conditions; the availability of additional exploration and mineral project financing; and
Exchange approval.
There can be no assurance that forward-looking statements will prove to be accurate and actual results,
and future events could differ materially from those anticipated in such statements. Important factors that
could cause actual results to differ materially from the Company's expectations include exploration or
other risks detailed from time to time in the filings made by the Company with securities regulators,
including those described under the heading "Risks and Uncertainties" in the Company's most recently
filed MD&A. The Company does not undertake to update or revise any forward-looking statements,
except in accordance with applicable law.
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.
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWS WIRE
SERVICES
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