Ramp Metals Announces Closing of Oversubscribed $4.9M Non-Brokered Private Placement Led by Strategic Investors Eric Sprott and EarthLabs
Ramp Metals Announces Closing of
Oversubscribed $4.9M Non-Brokered Private
Placement Led by Strategic Investors Eric
Sprott and EarthLabs
Vancouver, British Columbia--(Newsfile Corp. - August 12, 2024) - Ramp Metals Inc. (TSXV: RAMP)
("
Ramp Metals
" or the "
Company
") is pleased to announce that the Company has closed its previously
announced non-brokered private placement financing (the "
Financing
") for total proceeds of
$4,937,125.58. The Financing was led by Eric Sprott and EarthLabs.
In the Financing, Ramp Metals issued and sold an aggregate of 4,090,546 charity flow-through common
shares (the "
CFT Shares
") at a price of $0.78 per CFT Share, plus 3,175,454 common shares (the
"
Common Shares
") at a price of $0.55 per Common Share. No finder's' fees were payable in
connection with the Financing.
"We are pleased to complete this financing and have the financial resources to continue our next phase
of drilling at the company's flagship Rottenstone SW property," said Jordan Black, CEO of Ramp Metals.
"We would like to thank everyone for their support, including strategic investors Eric Sprott and
EarthLabs, who are both established and prominent Canadian mining investors."
The Company plans to use the proceeds from the issuance of CFT Shares for exploration expenses at
its Rottenstone SW property in Saskatchewan, Canada. The proceeds from the sale of the Common
Shares will be used for both exploration expenses and general working capital.
All securities issued in the Financing are subject to a hold period in Canada until December 10, 2024, in
accordance with applicable securities laws.
The CFT Shares will qualify as "flow-through shares" (within the meaning of subsection 66(15) of the
Income Tax A
ct (Canada) (the "
Tax Act
"). An amount equal to the gross proceeds from the issuance of
the CFT Shares will be used to incur eligible resource exploration expenses which will qualify as (i)
"Canadian exploration expenses" (as defined in the Tax Act), (ii) as "flow-through mining expenditures"
(as defined in subsection 127(9) of the Tax Act), and (iii) as "eligible flow-through mining expenditures"
within the meaning of
The Mineral Exploration Tax Credit Regulations, 2014
(Saskatchewan)
(collectively, the "
Qualifying Expenditures
"). Qualifying Expenditures in an aggregate amount not less
than the gross proceeds raised from the issuance of the CFT Shares will be incurred (or deemed to be
incurred) by the Company on or before December 31, 2025 and will be renounced by the Company to
the initial subscribers of the CFT Shares with an effective date no later than December 31, 2024.
One director of Ramp Metals subscribed for 90,000 Common Shares in the Financing, valued at
$49,500. This constituted a "related party transaction" as that term is defined in Multilateral Instrument
61-101 -
Protection of Minority Security Holders in Special Transactions
("
MI 61-101
").
The Company
is relying on exemptions from the formal valuation and minority approval requirements under MI 61-101,
and in particular, Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the transactions
is not more than the 25% of the Company's market capitalization.
The Financing remains subject to the approval of the TSX Venture Exchange.
About Ramp Metals Inc.
Ramp Metals is a grassroots exploration company with a focus on a potential new Saskatchewan gold
district. The Company currently has new high-grade gold discovery of 73.55 g/t Au over 7.5m at its
flagship Rottenstone SW property. The Rottenstone SW property comprises of 32,715 hectares and is
situated in the Rottenstone Domain.
Neither 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 release.
FORWARD-LOOKING STATEMENTS
This news release contains "forward-looking statements" within the meaning of applicable securities
laws. All statements contained herein that are not clearly historical in nature may constitute forward-
looking statements. Generally, such forward-looking information or forward-looking statements can be
identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is
expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and phrases or may contain statements that certain
actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or
"will be achieved". The forward-looking information and forward-looking statements contained herein
include, but are not limited to, statements regarding the completion of the Financing, the use of proceeds
therefrom, and the Company's exploration activities.
These statements involve known and unknown risks, uncertainties and other factors, which may cause
actual results, performance or achievements to differ materially from those expressed or implied by such
statements, including but not limited to: requirements for additional capital; future prices of minerals;
changes in general economic conditions; changes in the financial markets and in the demand and
market price for commodities; other risks of the mining industry; the inability to obtain any necessary
governmental and regulatory approvals; changes in laws, regulations and policies affecting mining
operations; hedging practices; and currency fluctuations.
Although the Company has attempted to identify important factors that could cause actual actions, events
or results to differ materially from those described in forward-looking statements, there may be other
factors that cause actions, events or results to differ from those anticipated, estimated or intended.
Accordingly, readers should not place undue reliance on any forward-looking statements or information.
No forward-looking statement can be guaranteed. Except as required by applicable securities laws,
forward-looking statements speak only as of the date on which they are made and the Company does
not undertake any obligation to publicly update or revise any forward-looking statement, whether as a
result of new information, future events, or otherwise.
For further information, please contact:
Ramp Metals Inc.
Jordan Black
Chief Executive Officer
Prit Singh
Director
905 510 7636
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/219604