Falco Announces Brokered Private Placement FOR Gross Proceeds of up to C$5.0 Million
For Immediate Release TSX.V - FPC
FALCO ANNOUNCES BROKERED PRIVATE PLACEMENT FOR GROSS PROCEEDS OF UP
TO C$5.0 MILLION
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
Montreal, June 7, 2024 – Falco Resources Ltd. (TSX-V: FPC) ("Falco" or the "Corporation") is
pleased to announce that it has entered into an agreement with Red Cloud Securities Inc. to act as
lead agent and sole bookrunner on behalf of a syndicate of agents including Canaccord Genuity
Corp. and Paradigm Capital Inc. (collectively, the " Agents"), in connection with a “best efforts”
private placement for aggregate gross proceeds of up to C$5,000,000 from the sale of the following:
• units of the Corporation (the "Units") at a price of C$0.23 per Unit; and
• up to 3,571,429 flow-through shares of the Corporation (the "FT Shares", and collectively
with the Units, the "Offered Securities") for gross proceeds of up to C$1,000,000 from the
sale of FT Shares.
Each Unit will consist of one common share of the Corporation (each, a "Common Share") and
one half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each whole
Warrant shall entitle the holder to purchase one Common Share (each, a " Warrant Share") at a
price of C$0.35 at any time on or before that date which is 24 months after the closing date of the
Offering. Each FT Share will consist of one Common Share to be issued as a “flow-through share”
within the meaning of the Income Tax Act (Canada) (the "Income Tax Act").
The Corporation has granted the Agents an option, on the same terms and conditions as the
Offering, exercisable until the second business day prior to the closing date of the Offering, to sell
up to an additional C$1,000,000 in Offered Securities including up to C$250,000 additional FT
Shares ("Agents’ Option"). If the Agents’ Option is exercised in full, the aggregate gross proceeds
of the Offering would be C$6.0 million.
The Corporation intends to use the net proceeds from the sale of Units for the advancement of the
Horne 5 Project in Québec as well as for working capital and general corporate purposes. The net
proceeds from the sale of the FT Shares will be used to fund exploration on the Company’s other
properties. The FT Shares will be issued as "flow-through shares" as defined in subsection 66(15)
of the Income Tax Act. The Company will, in a timely and prescribed manner and form, incur (or be
deemed to incur) resource exploration expenses which (i) will constitute "Canadian exploration
expenses" as defined in subsection 66.1(6) of the Income Tax Act and "flow through mining
expenditures" as defined in subsection 127(9) of the Income Tax Act, and (ii) will, for eligible Québec
resident subscribers of FT Shares, be entitled to both additional 10% deductions provided for under
section 726.4.10 and section 726.4.17.2 of the Taxation Act (Québec) ("Qualifying
Expenditures"), in an amount equal to the amount raised pursuant to the sale of FT Shares, and
the Company will, in timely and prescribed manner and form, renounce the Qualifying Expenditures
(on a pro rata basis) to each subscriber of FT Shares with an effective date of no later than
December 31, 2024 in accordance with the Income Tax Act and the Taxation Act (Québec).
The Offering is anticipated to close on or about June 27, 2024 (the "Closing Date") and is subject to
certain conditions including, but not limited to, the receipt of all necessary approvals including the
approval of the TSXV.
The Offered Securities are being offered by way of private placement in all of the provinces of
Canada to investors who qualify as "accredited investors" under Canadian securities legislation or
who are otherwise exempt from prospectus delivery requirements. The Offering may also be offered
in the United States to "accredited investors" (as defined in Rule 501(a) of Regulation D) pursuant
to an exemption from registration under the United States Securities Act of 1933, as amended, and
in such other jurisdictions outside of Canada in accordance with applicable law.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of the securities in the United States or in any other jurisdiction in which such
offer, solicitation or sale would be unlawful. The securities have not been registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements thereunder.
The Common Shares issuable from the sale of Offered Securities to "accredited investors " in
Canada or otherwise on a prospectus exempt basis will be subject to a hold period of four months
plus one day from the date of issuance of the Offered Securities.
About Falco Resources Ltd.
Falco Resources Ltd. is one of the largest mineral claim holders in the Province of Québec, with
extensive land holdings in the Abitibi Greenstone Belt. Falco owns approximately 67,000 hectares
of land in the Noranda Mining Camp, which represents 67% of the entire camp and includes 13
former gold and base metal mine sites. Falco’s principal asset is the Horne 5 Project located under
the former Horne mine that was operated by Noranda from 1927 to 1976 and produced 11.6 million
ounces of gold and 2.5 billion pounds of copper. Osisko Development Corp. is Falco’s largest
shareholder owning a 17.3% interest in the Corporation.
For further information, please contact:
Luc Lessard
President and Chief Executive Officer
514 261-3336
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 press release.
Cautionary Statement on Forward-Looking Information
This news release contains forward-looking statements and forward-looking information (together,
"forward-looking statements") within the meaning of applicable Canadian securities laws.
Statements, other than statements of historical facts, may be forward-looking statements. Often, but
not always, forward -looking statements can be identified by words such as "plans", "expects",
"seeks", "may", "should", "could", "will", "budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates", "believes", or variations including negative variations thereof of such words and
phrases that refer to certain actions, events or results that may, could, would, might or will occur or
be taken or achieved. Without limiting the generality of the foregoing statements, the Corporation
meeting all conditions for a timely closing of the Offering, including obtaining all required approvals,
and the proposed use of the proceeds of the Offering are forward- looking statements. Forward-
looking statements involve known and unknown risks, uncertainties and other factors which may
cause the actual plans, results, performance or achievements of Falco to differ materially from any
future plans, results, performance or achievements expressed or implied by the forward -looking
statements. These risk and uncertainties include, but are not limited to, the risk factors set out in
Falco’s annual and/or quarterly management discussion and analysis and in other of its public
disclosure documents filed on SEDAR+ at www.sedarplus.ca, as well as all assumptions regarding
the foregoing. Although Falco believes that the assumptions and factors used in preparing the
forward-looking statements are reasonable, undue reliance should not be placed on these
statements, which only apply as of the date of this news release, and no assurance can be given
that such events will occur in the disclosed time frames or at all. Except where required by
applicable law, Falco disclaims any intention or obligation to update or revise any forward- looking
statement, whether as a result of new information, future events or otherwise.