Terra Clean Energy announces closing of non-brokered private placement.
Not for distribution to United States newswire services or for release publication, distribution
or dissemination directly, or indirectly, in whole or in part, in or into the United States.
Terra Clean Energy Announces Closing of Non-Brokered
Private Placement
Vancouver B.C., December 17, 2024 – TERRA CLEAN ENERGY CORP. (“Terra” or the “Company”)
(CSE: TCEC, OTCQB: TCEFF, FSE: T1KC), is pleased to announce that further to its December 4,
2024 press release, the Company has completed a non-brokered private placement issuing a total
of 14,680,000 units (each a “Unit”) at a price of $0.125 per Unit (the “Unit Offering”) and issuing
a total of 11,132,035 flow-through common shares in the capital of the Company (“ FT Shares“)
at a price of $0.135 per FT Share (the “FT Offering” and together with the Unit Offering, the
“Private Placement ”) raising aggregate gross proceeds of $ 3,337,824.73. Each FT Share will
qualify as a “flow-through share” as defined in subsection 66(15) of the Income Tax Act (Canada).
Each Unit consists of one common share in the capital of the Company (a “Common Share”), and
one whole Common Share purchase warrant (each whole warrant, a “ Warrant”). Each Warrant
is exercisable at a price of $ 0.20 for a period of 36 months following the closing of the Private
Placement.
The gross proceeds of the FT Offering will be used by the Company to incur eligible “Canadian
exploration expenses” that will qualify as “flow-through critical mineral mining expenditures” as
such terms are defined in the Income Tax Act (Canada) (the “Qualifying Expenditures“) related
to the Company’s mineral projects including the South Falcon East uranium project on or before
December 31, 2025. All Qualifying Expenditures will be renounced in favour of the subscribers
effective December 31, 2024. The net proceeds from the sale of the Unit Offering will be used by
the Company to finance exploration and development activities and for working capital and
general corporate purposes.
In connection with the closing of the Private Placement, the Company paid finders an aggregate
of (i) cash fees of $ 135,305.99; (ii) 227,200 finder’s warrants to those finders who assisted with
the sale of Units (“ Unit Finder Warrants ”); and (iii) 732,933 finder's warrants to those finders
who assisted with the sale of FT Shares ("FT Finder's Warrants") were issued. Each Unit Finder's
Warrant entitles the holder to purchase one common share of the Company at a price of $0.125
for a period of 24 months from the date of issuance. Each FT Finder's Warrant entitles the holder
to purchase one common share of the Company at a price of $0.1 35 for a period of 24 months
from the date of issuance.
Insiders of the Company (" Participating Insiders") purchased or acquired direction and control
over a total of 952,000 Units under the Private Placement. The issuances to the Participating
Insiders 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
Company has relied on exemptions from the formal valuation and minority shareholder approval
requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61 -101 in respect of
related party participation in the Private Placement as neither the fair market value (as
determined under MI 61 -101) of the subject matter of, nor the fair market value of the
consideration for, the tran saction, insofar as it involved the related party, exceeded 25% of the
Company's market capitalization (as determined under MI 61-101).
As the Private Placement resulted in the issuance of greater than 100% of the total number of
securities outstanding, the Company obtained the approval of a majority of the shareholders by
shareholder consent to complete the Private Placement in accordance with CSE Policies.
All securities issued in connection with this Private Placement will be subject to a four month
plus one day hold period from the date of issuance in accordance with applicable securities laws.
About Terra Clean Energy Corp.
Terra Clean Energy (formerly Tisdale Clean Energy Corp) is a Canadian-based uranium exploration
and development company. The Company is currently developing the South Falcon East uranium
project, which holds a 6.96M pound inferred uranium resource within the Fraser Lakes B
uranium/thorium deposit, located in the Athabasca Basin region, Saskatchewan, Canada.
ON BEHALF OF THE BOARD OF TERRA CLEAN ENERGY CORP.
“Alex Klenman”
Alex Klenman, CEO
Qualified Person
The technical information in this news release has been prepared in accordance with the
Canadian regulatory requirements set out in National Instrument 43 -101 and reviewed on
behalf of the company by C. Trevor Perkins, P.Geo., a Consulting Geologist for th e Company,
and a Qualified Person as defined by National Instrument 43-101.
*The historical resource is described in the Technical Report on the South Falcon East Property,
filed on sedarplus.ca on February 9, 2023. The Company is not treating the resource as current
and has not completed sufficient work to classify the resource a s a current mineral resource.
While the Company is not treating the historical resource as current, it does believe the work
conducted is reliable and the information may be of assistance to readers.
Forward-Looking Information
This news release contains forward-looking information which is not comprised of historical facts.
Forward-looking information is characterized by words such as “plan”, “expect”, “project”,
“intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain
events or conditions “may” or “will” occur. Forward -looking information involves risks,
uncertainties and other factors that could cause actual events, results, and opportunities to differ
materially from those expressed or implied by such forward -looking information, including
statements regarding the ability of the Company to satisfy regulatory, stock exchange and
commercial closing conditions of the Private Placement, and the potential development of
mineral resources and mineral reserves which may or may not occur. Factors that could cause
actual results to differ materially from such forward -looking information include, but are not
limited to, changes in th e state of equity and debt markets, fluctuations in commodity prices,
delays in obtaining required regulatory or governmental approvals, and general economic and
political conditions. Forward-looking information in this news release is based on the opinions and
assumptions of management considered reasonable as of the date hereof, including that all
necessary approvals, including governmental and regulatory approvals will be received as and
when expected. Although the Company believes that the assumptions a nd factors used in
preparing the forward -looking information in this news release are reasonable, undue reliance
should not be placed on such information. The Company disclaims any intention or obligation to
update or revise any forward -looking information, whether because of new information, future
events or otherwise, other than as required by applicable laws. For more information on the risks,
uncertainties and assumptions that could cause our actual results to differ from current
expectations, please refer to the Company’s public filings available under the Company’s profile
at www.sedarplus.ca.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall
there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful, including any of the securities in the United States of America. The securities
described herein have not been and will not be registered under the United States Securities Act
of 1933, as amended (the “1933 Act”) or any state securities laws and may not be offered or sold
within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation
S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws,
or an exemption from such registration requirements is available.
Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of
the CSE) accepts responsibility for the adequacy or accuracy of this release.
For further information please contact:
Alex Klenman, CEO
Terra Clean Energy Corp
Suite 2200, HSBC Building, 885 West Georgia St.
Vancouver, BC V6C 3E8 Canada
www.tcec.energy