QC Copper Announces $4 Million Marketed Private Placement of Flow-Through Shares
QC Copper Announces $4 Million Marketed
Private Placement of Flow-Through Shares
/NOT FOR DISTRIBUTION TO
UNITED STATES
NEWS WIRE SERVICES OR FOR
DISSEMINATION IN
THE UNITED STATES
/
TORONTO
,
Oct. 6, 2021
/CNW/ - QC Copper and Gold Inc. ("
QC Copper
" or the "
Company
")
(TSXV: QCCU) is pleased to announce it has entered into an agreement with Cormark Securities
Inc. ("
Cormark
"), on behalf of a syndicate of agents (collectively, the "
Agents
"), pursuant to which
the Agents have agreed to act as agents in connection with a "best efforts" private placement
offering of 6,700,000 common shares in the capital of the Company that will qualify as "flow-through
shares" (within the meaning of subsection 66(15) of the
Income Tax Act
(
Canada
) and section 359.1
of the
Taxation Act
(Québec)) (the "
FT Shares
") at a price of
$0.60
per FT Share (the "
Issue
Price
") for gross proceeds of
$4,020,000
(the "
Offering
").
The Agents will have the option, exercisable in whole or in part at any time up to 48 hours prior to
the closing of the Offering, to arrange for the purchase of up to an additional 1,005,000 FT Shares
at the Issue Price.
The gross proceeds from the issuance of the FT Shares will be used for Canadian exploration
expenses and will qualify as "flow-through mining expenditures", as defined in subsection 127(9) of
the
Income Tax Act
(
Canada
) and under section 359.1 of the
Taxation Act
(
Quebec
) (the
"
Qualifying Expenditures
"), which will be incurred on or before
December 31, 2022
and renounced
to the subscribers with an effective date no later than
December 31, 2021
in an aggregate amount
not less than the gross proceeds raised from the issue of the FT Shares. In addition, with respect to
Québec resident subscribers who are eligible individuals under the
Taxation Act
(Québec), the
Canadian exploration expenses will also qualify for inclusion in the "exploration base relating to
certain Québec exploration expenses" within the meaning of section 726.4.10 of the
Taxation Act
(Québec) and for inclusion in the "exploration base relating to certain Québec surface mining
expenses or oil and gas exploration expenses" within the meaning of section 726.4.17.2 of the
Taxation Act
(Québec). If the Qualifying Expenditures are reduced by the Canada Revenue Agency,
the Company will indemnify each FT Share subscriber for any additional taxes payable by such
subscriber as a result of the Company's failure to renounce the Qualifying Expenditures as agreed.
The Offering is expected to close on or about
October 27, 2021
, or such other date as the Company
and the Agents may agree and is subject to certain conditions including, but not limited to, the
receipt of all necessary regulatory and other approvals including the acceptance of the TSX Venture
Exchange.
The FT Shares will be offered for sale by way of private placement pursuant to applicable
exemptions from the prospectus requirements in each of the provinces of
Canada
, and in such other
jurisdictions as may be mutually agreed between the Company and the Agents. The securities
issued under the Offering will be subject to a four month hold period under applicable Canadian
securities laws.
The securities offered have not been, nor will they be, registered under the United States Securities
Act of 1933, as amended, or any state securities law, and may not be offered, sold or delivered,
directly or indirectly, within
the United States
, or to or for the account or benefit of U.S. persons,
absent registration or an exemption from such registration requirements. This news release does not
constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of securities
in any state in
the United States
in which such offer, solicitation or sale would be unlawful.
For information and updates on QC Copper and Gold, please visit:
www.qccopper.com
And please
follow us on Twitter @qccoppergold.
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
news release.
Certain information in this press release may contain forward-looking statements concerning the
Offering, use of proceeds, closing tax and tax treatment of the FT Shares. This information is
based on current expectations subject to significant risks and uncertainties that are difficult to
predict. Actual results might differ materially from results suggested in any forward-looking
statements. QC Copper and Gold Inc. assumes no obligation to update forward-looking statements
or reasons why actual results could differ from those reflected in the forward looking-statements
unless and until required by securities laws applicable to QC Copper and Gold Inc. Additional
information identifying risks and uncertainties is contained in QC Copper and Gold Inc. filings with
Canadian securities regulators, which filings are available under QC Copper and Gold Inc.'s profile
at
www.sedar.com
SOURCE
QC Copper & Gold Inc.
View original content:
http://www.newswire.ca/en/releases/archive/October2021/06/c2148.html
%SEDAR: 00045293E
For further information:
Stephen Stewart, Chief Executive Officer, Phone: 416.644.1567, Email:
CO: QC Copper & Gold Inc.
CNW 07:03e 06-OCT-21