Phenom Announces up to $1,350,000 Private Placement Financing
Not for distribution to United States newswire services or for dissemination in the United States.
Phenom Announces up to $1,350,000 Private Placement Financing
January 31, 2024 - Vancouver, British Columbia – Phenom Resources Corp. (TSX -V: PHNM; OTCQX®:
PHNMF; FSE: 1PY0) (“Phenom” or the “Company”) announces that it proposes to undertake a non -
brokered private placement of up to 5,400,000 units (the “Units”) at a price of $0. 25/Unit to raise total
gross proceeds of up to $ 1,350,000 (the “Offering”). Each Unit will be comprised of one common share
and one warrant. Each whole warrant will entitle the holder thereof to purchase one common share for a
period of 3 years at a price of $0.35. The Company also retains a roughly 11% over-allotment option which
will permit it to issue up to an additional 600,000 Units for up to an additional $150,000 if circumstances
warrant at the time of closing.
The gross proceeds received from the sale of the Units will be used for work programs on the Company’s
exploration properties and for general working capital.
The Units will be offered to qualified purchasers in reliance upon exemptions from prospectus and
registration requirements of applicable securities legislation. A finder’s fee may be paid to eligible finders
in relation to this financing, subject to compliance with applicable securities laws and the policies of the
TSX Venture Exchange.
All securities issued and sold under the Offering will be subject to a hold period expiring four months and
one day from their date of issuance. Completion of the Offering remain s subject to the receipt of all
necessary regulatory approvals, including the approval of the TSX Venture Exchange.
Certain directors and officers of the Company (the “Insiders”) are expected to participate in the Offering.
Participation by Insiders in the private placement is considered a “related party transaction” pursuant to
Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-
101”). The Company expects that it will be exempt from the requirements to obtain a formal valuation
and minority shareholder approval in connection with the Insiders’ participation in the private placement
in reliance of sections 5.5(a) and 5.7(a) of MI 61 -101, respectively, on the basis that participation in the
Offering by the Insiders will not exceed 25% of the fair market value of the Company’s market
capitalization.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the
securities in the United States of America. The securities have not been and will not be registered under
the United States Securities Act of 1933 (the “ 1933 Act”) or any state securities laws and may not be
offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered
under the 1933 Act and applicable state securities laws, or an exemption from such registratio n is
available.
About Phenom Resources Corp.
Phenom has 100% interest in the Carlin Gold-Vanadium Project, located six miles south from the town of
Carlin, Nevada, and Highway I -80 in Elko County, which hosts the Carlin Vanadium deposit, North
America’s largest highest grade primary vanadium resource . The Company has options on three gold
projects in Nevada - the Dobbin and King Solomon Properties, which are Carlin Gold-type targets, and the
Crescent Valley Property, a Bonanza high grade gold vein-type target.
ON BEHALF OF PHENOM RESOURCES CORP.
per: "Paul Cowley"
CEO & President
(604) 340-7711
www.phenomresources.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of
the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-looking information
Certain statements in this news release constitute "forward -looking" statements. These statements relate to future events or the
Company's future performance and include the Company’s ability complete the proposed non-brokered private placement financing on
the terms as described above. All such statements involve substantial known and unknown risks, uncertainties and other factors which
may cause the actual results to vary from those expressed or implied by such forward-looking statements. Forward-looking statements
involve significant risks and uncertainties, they should not be read as guarantees of future performance or results, a nd they will not
necessarily be accurate indications of whether or not such results will be achieved. Actual results could differ materially f rom those
anticipated due to a number of factors and risks. Although the forward -looking statements contained in t his news release are based
upon what management of the Company believes are reasonable assumptions on the date of this news release, the Company cannot
assure investors that actual results will be consistent with these forward -looking statements. Readers should not place undue reliance
on forward-looking statements. The forward-looking statements contained in this press release are made as of the date hereof and the
Company disclaims any intention or obligation to update or revise any forward -looking statem ents whether as a result of new
information, future events or otherwise, except as required under applicable securities regulations.