Falco Announces Closing of C$8.5 Million Flow-Through Financing
.
PRESS RELEASE
FALCO RESOURCES LTD.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE
A VIOLATION OF U.S. SECURITIES LAWS.
NEWS RELEASE
December 21, 2017
Stock Symbol: FPC: TSXV
FALCO ANNOUNCES CLOSING OF C$8.5 MILLION FLOW-THROUGH FINANCING
Falco Resources Ltd. ("Falco" or the "Company") (TSX VENTURE: FPC) is pleased to announce
it has closed the previously announced private placement financing of flow -through shares
(“Flow-Through Shares”) at an issue price of C$1.18 per Flow-Through Share to raise aggregate
proceeds of approximately C$8.5 million (the “Offering”), which includes the exercise in full of the
agents’ option.
The Offering was conducted by a s yndicate of agents led by Canaccord Genuity Corp. and
including Desjardins Securities Inc. and Raymond James Ltd. (collectively, the “Agents”).
The proceeds from the Offering will be used for Canadian Exploration Expenses (CEE) and will
qualify as "flow -through mining expenditures" under the Income Tax Act (Canada), and also
qualify for the two 10% enhancements under the Taxation Act (Quebec), which will be renounced
to the subscribers with an effective date of no later than December 31, 2017 to the initia l
purchasers of Flow -Through Shares in an aggregate amount not less than the proceeds raised
from the issue of the Flow-Through Shares.
The proceeds of the Offering will be used by the Company to advance exploration works at the
Donalda property and the surrounding Horne 5 Project properties.
Certain directors and officers of Falco or of an insider of Falco have participated in the Offering
and were issued Flow -Through Shares . Such participation in the Offering constitutes “related
party transactions” as defined in Regulation 61-101 respecting Protection of Minority Security
Holders in Special Transactions (“61-101”). The Offering is exempt from the formal valuation and
minority shareholder approval requirements of 61-101 as neither the fair market value o f the
securities issued to insiders nor the consideration paid for such securities by insiders exceed 25%
of the Company’s market capitalization. The Company did not file a material change report 21
days prior to closing of the Offering as the participation of insiders of the Company in the Offering
had not been confirmed at that time.
The Offering was completed on a private placement basis purs uant to prospectus exemptions
under applicable securities laws and is subject to final acceptance by the TSX Venture Exchange.
The Flow-Through Shares issued under the Offering will be subject to a hold period expiring four
months and one day from the date hereof . The Agents received a cash commission of 6% of the
proceeds raised under the Offering.
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 about 67,000 hectares of land
2
in the Rouyn-Noranda mining camp, which represents approximately 70% of the entire camp and
includes 13 former gold and base metal mine sites. Falco's principal asset is the Horne 5 Project
located in the former Horne mine that was operated by Noranda from 1927 to 1976 and produced
11.6 million ounces of gold and 2.5 bil lion pounds of copper. 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 Note Regarding Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information (together,
"forward-looking statements") within the meaning of applicable securities laws and the United
States Private Securities Liti gation Reform Act of 1995. All statements, other than statements of
historical facts, are forward-looking statements. Generally, forward-looking statements can be
identified by the use of terminology such as "plans", "expects', "estimates", "intends",
"anticipates", "believes" or variations of such words, or statements that certain actions, events or
results "may", "could", "would", "might", "will be taken", "occur" or "be achieved". Forward-looking
statements involve risks, uncertainties and other factors that could cause actual results,
performance, prospects and opportunities to differ materially from those expressed or implied by
such forward-looking statements. Factors that could cause actual results to differ materially from
these forward-looking state ments include the reliability of the historical data referenced in this
press release and those risks set out in Falco's public documents, including in each management
discussion and analysis, filed on SEDAR at www.sedar.com. Although Falco believes that t he
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 times 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.
FOR FURTHER INFORMATION PLEASE CONTACT:
For further information contact:
Vincent Metcalfe
Chief Financial Officer
514-905-3162
Source: Falco Resources Ltd.