Purepoint Uranium Announces Brokered Private Placement of up to C$5.0 Million
Purepoint Uranium Announces Brokered
Private Placement of up to C$5.0 Million
/NOT FOR DISTRIBUTION TO
UNITED STATES
NEWSWIRE SERVICES OR FOR
DISSEMINATION IN
THE UNITED STATES
/
TORONTO
,
March 17, 2021
/CNW/ - Purepoint Uranium Group Inc. (TSXV: PTU) ("
Purepoint
" or
the "
Company
") is pleased to announce that it has entered into an engagement letter agreement
(the "
Engagement Agreement
") with Red Cloud Securities Inc. ("
Red Cloud
") pursuant to which
Red Cloud
will act as lead agent and bookrunner to sell up to
C$5.0 million
in units of the Company
(the "
Units
") at a price of
C$0.09
per Unit and flow-through units of the Company (the "
FT Units
",
together with the Units are hereinafter referred to as the "
Offered Securities
") at a price of
C$0.105
per FT Unit on a fully marketed, private placement basis (the "
Offering
"). Under the
Offering, the Company intends to sell a minimum of
C$2.0 million
of Units (the "
Minimum Unit
Offering
"). Pursuant to the Engagement Agreement, the Company has granted
Red Cloud
an option
(the "
Over Allotment Option
"), exercisable up to 48 hours prior to the closing date of the Offering
(the "
Closing Date
"), to sell up to an additional
C$1,000,000
in any combination of Units and FT
Units at the offering prices. Since the allocation of the number of Units and FT Units for the Offering
could not be ascertained at this time, in the event that the Offering is comprised in Units only, the
Company will issue up to 66,666,667 Units with a maximum aggregate gross proceeds of
C$6.0
million
after taking into account the Units issuable pursuant to the Over Allotment Option. In the
event that the Offering is comprised of
C$2.0 million
of Units (due to the Minimum Unit Offering), and
C$4.0 million
of FT Units, the Company will issue up to 38,095,238 FT Units and up to 22,222,222
Units for aggregate gross proceeds of
C$6.0 million
.
Each Unit shall be comprised of one common share in the capital of the Company (each a "
Unit
Share
") and one common share purchase warrant (each, a "
Warrant
"). Each FT Unit shall be
comprised of one flow-through common share of the Company (each, a "
FT Share
") and one half of
one Warrant. Each whole Warrant shall be exercisable to acquire one common share of the
Company (each, a "
Warrant Share
") at a price of
C$0.13
at any time on or before the date which is
24 months following the Closing Date.
In connection with the Offering, the Company has agreed to pay to
Red Cloud
and any other agents
facilitating the Offering (collectively, the "
Agents
") a cash commission equal to 7.0% of the gross
proceeds of the Offering and issue to the Agents non-transferrable compensation warrants to
purchase in aggregate that number of common shares of the Company (each, an "
Agent's Warrant
Share
") which is equal to 7.0% of the number of Offered Securities sold under the Offering at a
price of
C$0.105
per share for a term of 24 months following the Closing Date. Offered Securities
sold to purchasers under the president's list for gross proceeds of up to
C$500,000
(the
"
President's List
") will be subject to a reduced cash commission equal to 3.5% of the gross
proceeds of the Offering and compensation warrants to purchase in aggregate that number of
Agent's Warrant Shares which is equal to 3.5% of the number of Offered Securities sold to
purchasers under the President's List.
The net proceeds raised from the sale of Units will be for the exploration and advancement of the
Company's exploration and advancement of the Company's projects in the
Athabasca
Basin in
Saskatchewan
and for general working capital purposes. Proceeds from the sale of FT Shares will
be used to incur "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. Such proceeds will be renounced to the subscribers with an effective date not later than
December 31, 2021
, in the aggregate amount of not less than the total amount of gross proceeds
raised from the issue of FT Shares.
The Offering is scheduled to close on or about
April 7, 2021
. The completion of the Offering is
subject to certain conditions, including, but not limited to, the Agents securing a minimum of
C$2,000,000
in gross proceeds from the sale of Units, and the receipt of all necessary regulatory
and other approvals, including the approval of the listing of the Unit Shares, FT Shares, Warrant
Shares and the Agent's Warrant Shares on the TSX Venture Exchange. Resale of the common
shares of the Company distributed under the Offering will be restricted, including a hold period in
Canada
of four months and one day following the closing date of the Offering.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the
Offered Securities, nor shall there be any sale of the Offered Securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. The Offered Securities being offered will not be, and have
not been, registered under the United States Securities Act of 1933, as amended, and may not be
offered or sold within
the United States
or to, or for the account or benefit of, a U.S. person.
About Purepoint
Purepoint Uranium Group Inc. is focused on the precision exploration of its six projects in the
Canadian Athabasca Basin, the world's richest uranium region. Established in the
Athabasca
Basin
well before the initial resurgence in uranium earlier last decade, Purepoint's flagship project is the
Hook Lake Project, a joint venture with two of the largest uranium suppliers in the world, Cameco
Corporation and Orano Canada Inc. The Hook Lake JV Project is on trend with recent high-grade
uranium discoveries including Fission Uranium's Triple R Deposit, NexGen's Arrow Deposit and the
Hook Lake JV's Spitfire discovery.
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 press
release.
Disclosure regarding forward-looking statements
This press release contains projections and forward-looking information that involve various risks and
uncertainties regarding future events. Such forward-looking information can include without limitation
statements based on current expectations involving a number of risks and uncertainties and are not
guarantees of future performance of the Company. These risks and uncertainties could cause actual
results and the Company's plans and objectives to differ materially from those expressed in the
forward-looking information. Actual results and future events could differ materially from those
anticipated in such information. These and all subsequent written and oral forward-looking
information are based on estimates and opinions of management on the dates they are made and
expressly qualified in their entirety by this notice.
SOURCE
Purepoint Uranium Group Inc.
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For further information:
Chris Frostad, President & CEO, Phone: (416) 603-8368, Email:
[email protected], CO: Purepoint Uranium Group Inc.
CO: Purepoint Uranium Group Inc.
CNW 10:28e 17-MAR-21