1844 Announces Changes to Short Form Prospectus Offering and Private Placement of Flow-Through Common Shares
1844 Announces Changes to Short Form
Prospectus Offering and Private Placement of
Flow-Through Common Shares
Saskatoon, Saskatchewan--(Newsfile Corp. - July 21, 2022) -
1844 RESOURCES Inc. (TSXV: EFF)
(the "
Company
" or "
1844
") announces that due to current market conditions the Company has changed
the size of and repriced its short form prospectus offering (the "
Offering
") previously announced on May
4, 2022, from 15,625,000 common shares ("
Common Shares
") at a price of $0.08 per Common Share
to 15,000,000 Common Shares at a price of $0.05 per Common Share. Closing of the Offering remains
subject to certain conditions including, but not limited to, the receipt of all necessary regulatory
approvals, including the approval of the TSX Venture Exchange and applicable securities regulatory
authorities. The net proceeds of the Offering will be used for on-going exploration expenditures on the
Company's properties and general corporate purposes.
The Company will also be undertaking a non-brokered private placement of 4,000,000 flow-through
Common Shares (the "
FT Shares
") at a price of $0.08 per FT Share (the "
Private Placement
"). The
FT Shares will qualify as "flow-through shares" (within the meaning of subsection 66(15) of the
Income
Tax
Act
(Canada)) and will be sold on a charitable flow-through basis. The proceeds of the sale of the
Private Placement will be used to fund "Canadian exploration expenses" (within the meaning of the
Income Tax Act
(Canada)) to be incurred by no later than December 31, 2023 for renunciation to
investors in the Private Placement effective December 31, 2022.
The shares under the Private Placement will be subject to a four-month hold period and will not be
offered or registered in the United States. Closing of the Private Placement is anticipated to occur on or
before July 30, 2022 and is subject to customary closing conditions including, but not limited to, the
negotiation and execution of subscription agreements and the receipt of applicable regulatory approvals,
including approval of the TSX Venture Exchange.
A finder's fee of cash, shares or finder's warrants, or a combination thereof, may be paid to eligible
finders with respect to the Private Placement.
The Common Shares being offered will not be, and have not been, registered under the United
States Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or
sold within the United States or to, or for the account or benefit of, United States persons
absent registration or any applicable exemption from the registration requirements and
applicable state securities laws. This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the Common Shares in the United States or in any other
jurisdiction in which such offer, solicitation or sale would be unlawful.
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
FORWARD-LOOKING INFORMATION
This press release contains statements which, other than statements of historical fact constitute
"forward-looking statements" within the meaning of applicable securities laws, including statements with
respect to: results of exploration activities, mineral resources. The words "may", "would", "could", "will",
"intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions, as they relate to the
Company, are intended to identify such forward-looking statements. This press release contains
forward-looking information in a number of places, such as in statements relating to use or proceeds
from the Offering and the Private Placement, the closing of the Offering and the Private Placement and
the ability to obtain the necessary regulatory approvals. Investors are cautioned that forward-looking
statements are based on the opinions, assumptions and estimates of management considered
reasonable at the date the statements are made, and are inherently subject to a variety of risks and
uncertainties and other known and unknown factors that could cause actual events or results to differ
materially from those projected in the forward-looking statements. These factors include the general risks
of the mining industry, as well as those risk factors discussed or referred to in the Company's annual
information form for the year ended April 30, 2021, available at
www.sedar.com
. Should one or more of
these risks or uncertainties materialize, or should assumptions underlying the forward-looking
statements prove incorrect, actual results may vary materially from those described herein as intended,
planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify
important factors that could cause actual actions, events or results to differ materially from those
described in forward-looking information, there may be other factors that cause actions, events or results
not to be as anticipated, estimated or intended. There can be no assurance that such information will
prove to be accurate as actual results and future events could differ materially from those anticipated in
such statements. The Company does not intend, and does not assume any obligation, to update these
forward-looking statements except as otherwise required by applicable law.
Neither TSX Venture Exchange nor its Regulations Services Provider (as that term is defined in
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of
this release.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/131582