QC Copper Closes $7 Million Private Placement
QC Copper Closes $7 Million Private
Placement
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INDIRECTLY, IN OR INTO
THE UNITED STATES
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TORONTO
,
Oct. 27, 2021
/CNW/ - QC Copper and Gold Inc. ("
QC Copper
" or the "
Company
")
(TSXV: QCCU) is pleased to announce the closing of its previously announced brokered private
placement (the "
Offering
") of 11,615,000 flow-through common shares of the Company ("
FT
Shares
") at a price of
$0.60
per FT Share for aggregate gross proceeds of
$6,969,000
, including
the full exercise of the Agents' option for 1,515,000 FT Shares. The Offering was announced on
October 6, 2021
and subsequently upsized to accommodate additional demand.
Cormark Securities Inc. (the "
Lead Agent
") and Echelon Wealth Partners Inc. (collectively, the
"
Agents
") acted as agents in connection with the Offering. As consideration for the Agents' services
in connection with the Offering, the Agents received a cash commission equal to 6.0% of the gross
proceeds from the Offering, excluding gross proceeds from the issue and sale of FT Shares to
purchasers on a president's list for which a cash commission of 3.0% was paid to the Agents.
The gross proceeds from the issue and sale 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
) (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 and sale of
the FT Shares. In addition, with respect to
Quebec
resident subscribers who are eligible individuals
under the
Taxation Act
(
Quebec
), the Canadian exploration expenses will also qualify for inclusion in
the "exploration base relating to certain
Quebec
exploration expenses" within the meaning of section
726.4.10 of the
Taxation Act
(
Quebec
). 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.
All securities issued and sold pursuant to the Offering will be subject to a four-month-and-one-day
hold period in accordance with applicable Canadian securities laws. Closing of the Offering is subject
to all necessary regulatory approvals including final approval from the TSX Venture Exchange.
The securities have not been, and will not be, registered under the U.S. Securities Act of 1933, as
amended (the "
U.S. Securities Act
") or any U.S. state securities laws, and may not be offered or
sold in
the United States
or to, or for the account or benefit of,
United States
persons absent
registration or any applicable exemption from the registration requirements of the U.S. Securities Act
and applicable U.S. state securities laws. This news release does not constitute an offer to sell or a
solicitation of an offer to buy securities in
the United States
, nor shall there be any sale of these
securities in any jurisdiction 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.
Forward-looking statements
Except for the statements of historical fact, this news release contains "forward-looking
information" within the meaning of the applicable Canadian securities legislation that is based on
expectations, estimates and projections as at the date of this news release. "Forward-looking
information" in this news release includes information about the Company's use of proceeds of the
Offering including the Company's intention to incur "flow-through mining expenditures" on the
Company's properties, and expectations regarding future operations and other forward-looking
information. Factors that could cause actual results to differ materially from those described in
such forward-looking information include, but are not limited to, the application of the proceeds of
the Offering as anticipated by management and the inability to obtain the necessary TSX Venture
Exchange approval to complete the Offering. The forward-looking information in this news release
reflects the current expectations, assumptions and/or beliefs of the Company based on information
currently available to the Company. In connection with the forward-looking information contained in
this news release, the Company has made assumptions about the Company's ability to close the
Offering, that the Company's financial condition and development plans do not change as a result
of unforeseen events, and that the Company will receive all required regulatory approvals, TSX
Venture Exchange approval, for the Offering.
Although the Company believes that the statements and assumptions inherent in the forward-
looking information are reasonable, forward-looking information is not a guarantee of future
performance and accordingly undue reliance should not be put on such information due to the
inherent uncertainty therein. The Company does not assume any obligation to update the forward-
looking statements, or to update the reasons why actual results could differ from those reflected in
the forward-looking statements, unless and until required by applicable securities laws. Additional
information identifying assumptions, risks and uncertainties relating to the forward-looking
information herein is contained in the Company's filings with the Canadian securities regulators,
which filings are available at
www.sedar.com
SOURCE
QC Copper & Gold Inc.
View original content:
http://www.newswire.ca/en/releases/archive/October2021/27/c7782.html
%SEDAR: 00045293E
For further information:
Stephen Stewart, Chief Executive Officer, Phone: 416.644.1567, Email:
CO: QC Copper & Gold Inc.
CNW 09:04e 27-OCT-21