Falco Announces Closing of First Tranche of Brokered Private Placement
For Immediate Release TSX.V - FPC
FALCO ANNOUNCES CLOSING OF FIRST TRANCHE OF BROKERED PRIVATE PLACEMENT
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
Montreal, June 27, 2024 – Falco Resources Ltd. (TSX-V:FPC) (" Falco" or the " Corporation") is
pleased to announce the closing of the first tranche (the " First Tranche ") of its previously
announced "best efforts" brokered private placement (the " Offering") with Red Cloud Securities
Inc. ("Red Cloud"), acting as lead agent and sole bookrunner on behalf of a syndicate of agents
including Canaccord Genuity Corp. and Paradigm Capital Inc. (collectively, the " Agents"). Under
the First Tranche of the Offering, Falco has issued an aggregate of 4,058,269 units of the
Corporation (the " Units") at a price of C$0.23 per Unit and 4,464,286 flow-through shares of the
Corporation (each, a " FT Share", and collectively with the Units, the " Offered Securities") at a
price of C$0.28 per FT Share, for aggregate gross proceeds of C$2,183,402.
Each Unit consists of one common share (each, a " Common Share") of the Corporation and one
half of one Common Share purchase warrant (each whole warrant, a " Warrant"). Each Warrant is
exercisable to acquire one Common 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 First Tranche of the Offering. Each FT Share
consists of one Common Share issued as a "flow-through share" within the meaning of the
Income Tax Act (Canada) (the "Income Tax Act").
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 Corporation’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 Corporation 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 Corporation 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).
In connection with the closing of the First Tranche of the Offering, the Corporation paid the Agents
a cash commission totaling C$116,170 and have issued the Agents 446,859 non-transferrable
compensation warrants (each, a " Broker Warrant"). Each Broker Warrant entitles the Agents to
purchase one Common Share of the Corporation at an exercise price of $0.23 per Broker Warrant
at any time for a term of 24 months following the date of issuance.
All Common Shares and Warrants issued pursuant to the Offering are subject to a hold period of
four months plus one day from the date of issuance of the Offered Securities under applicable
securities laws in Canada.
Insiders of the Corporation subscribed for 395,478 Units under the Offering. Each transaction with
an insider of the Corporation constitutes a “related party transaction” within the meaning of
Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions
(“MI 61-101”). The Corporation is relying on exemptions from the formal valuation requirements of
MI 61-101 pursuant to section 5.5(a) and the minority shareholder approval requirements of MI
61-101 pursuant to section 5.7(1)(a) in respect of such insider participation as the fair market
value of the transaction, insofar as it involves interested parties, does not exceed 25% of the
Corporation’s market capitalization.
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.
About Falco
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 16.7% 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, which
may include, but is not limited to, statements with respect to anticipated business plans or
strategies, including any subsequent tranches of the Offering. 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, he proposed use of the proceeds of the
Offering and references to a potential second tranche 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.