1844 Announces Private Placement for Gross Proceeds of up to $1,000,000 and amendment to Flow-Through financing for Gross Proceeds of up to $300,000
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NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
For Immediate Release
1844 Announces Private Placement for Gross Proceeds of up to $1,000,000 and
amendment to Flow-Through financing for Gross Proceeds of up to $300,000
SASKATOON, Saskatchewan, November 10, 2023 (Global Newswire) -- 1844 RESOURCES Inc. (TSX-
V:EFF) (the “Company” or “1844”) announces amendments to the terms of its (i) non-brokered private
placement of units (each, a “Non-FT Unit) previously announced on April 12, June 9, July 20 and
September 23, 2023 (the “Non-FT Unit Offering”) and (ii) non-brokered private placement of flow-through
units (each, an “FT Unit”) previously announced on September 23, 2023 (the “FT Unit Offering” and,
together with the Non-FT Unit Offering, the “Offerings”).
Pursuant to the amended terms of the Non-FT Unit Offering, the Company will issue up to 50,000,000
Non-FT Units at a price of $0.02 per Non-FT Unit for aggregate gross proceeds of up to $1,000,000.
Each Non-FT Unit will consist of one common share of the Company (a “Common Share”) and one-half
of one Common Share purchase warrant (each whole warrant, a “Non-FT Unit Warrant”). Each whole
Non-FT Unit Warrant will entitle the holder thereof to acquire one non-flow-through Common Share (a
“Warrant Share”) at an exercise price of $0.05 per Warrant Share for a period of 36 months following the
closing of the Non-FT Unit Offering. 1844 intends to use the net proceeds from the Non-FT Unit Offering
in connection with its option to acquire the Hawk Ridge Project, for exploration on the Hawk Ridge Project
and for general corporate purposes.
Pursuant to the amended terms of the FT Unit Offering, the Company will issue up to 11,111,111 FT
Units at a price of $0.03 per FT Unit for aggregate gross proceeds of up to $300,000. Each FT Unit will
consist of one Common Share, to be issued as a “flow-through share” (an “FT Share”) within the meaning
of the Income Tax Act (Canada) (the “Tax Act”), and one-half of one Common Share purchase warrant
(each whole warrant, an “FT Unit Warrant”). Each FT Unit Warrant will entitle the holder thereof to acquire
one Warrant Share at a price of $0.05 for a period of 36 months following the closing of the FT Unit
Offering. 1844 intends to use the net proceeds of the FT Unit Offering for exploration activities and for
general corporate purposes. The net proceeds from the issuance of the FT Shares will be used to incur
resource exploration expenses that will constitute “Canadian exploration expenses” and “flow through
mining expenditures” as defined in the Tax Act (the “Qualifying Expenditures”).
In connection with the Non-FT Unit Offering, the Company will pay a cash finder’s fee equal to 8% of the
gross proceeds and issue a number of non-transferable Common Share purchase warrants (each, a
“Finder’s Warrant”) equal to 8% of the number of Non-FT Units sold under the Non-FT Unit Offering to
eligible persons who refer investors to the Company, where permitted by applicable law an din
accordance with the policies of the TSX Venture Exchange (the “Exchange”). Each Finder’s Warrant will
Press-release 23-11
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entitle the holder thereof to purchase a Warrant Share at a price of $0.05 per Warrant Share for a period
of 12 months following closing of the Non-FT Unit Offering. Any finder’s fees to be paid by the Company
in connection with the FT Unit Offering will be payable in accordance with the policies of the Exchange.
The Offerings will be conducted under available exem ptions from the prospectus requirements of
applicable securities legislation and participation in the Non-FT Unit Offering will also 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 - Pros pectus Exemption for Distributions to Existing
Security Holders in the participating jurisdictions in respect thereof (collectively, the “Existing Security
Holder Exemption”). Insiders may participate in the Offerings.
The Company has set October 25, 2023 as the record date for the purpose of determining shareholders
entitled to participate in the Non- FT Unit Offering in reliance on the Existing Security Holder Exemption.
Qualifying shareholders who wish to participate in the Non-FT Unit Offering should contact the Company
at the contact information set forth below no later than November 13, 2023. If the Non-FT Unit Offering
is over-subscribed for, Non-FT Units will be allocated pro-rata amongst all subscribers. All subscription
materials must be provided to the Company no later than November 17, 2023. The Company may close
the Non-FT Unit Offering in several tranches, the first of which the Company intends to close no later
than November 24, 2023.
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 Exem ption and other available prospectus exemptions, a
portion or all of the Non-FT Unit 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 (collectively with CSA 45-318, the “Investment Dealer Exemption”). Pursuant to CSA 45-
318, each subscriber relying on the Investment D ealer 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 Offerings will be subject to a statutory hold period expiring four
months and one day after closing of the Non-FT Unit Offering or FT Unit Offering, as applicable.
Completion of the Offerings is subject to a number of conditions, including, without limitation, receipt of
all regulatory approvals, including approval of the Exchange.
None of the securities issued in the Offerings 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 regi stration 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.
For more details on the Company's option to acqui re the Hawk Ridge Project see the Company's news
releases dated March 6, March 7, April 12 and September 23, 2023. Copies of the Company’s news
releases are available under the Company's SEDAR+ profile at www.sedarplus.ca. The Company's
option to acquire the Hawk Ridge Project remains subject to Exchange approval.
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About 1844 Resources Inc.: 1844 is an exploration company with a focus in strategic and energetic
metals and underexplored regions “Gaspé, Nunavik 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, the Offerings and Exchange approvals.
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 availabi lity 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 fr om the Company's expectations include exploration or
other risks detailed from time to time in the fili ngs 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 Exchange nor its Regulation Services Provider (as that term is defined in the policies
of the Exchange) accepts responsibility for the adequacy or accuracy of this release.