1844 Announces Closing of Non-Brokered Private Placement
December 30 2021 - 12:47PM
1844 RESOURCES Inc. (TSX-V:EFF) (the
“
Company” or “
1844”) is pleased
to announce, further to its news release of December 14, 2021,
that it has closed its non-brokered private placement (the
“
Private Placement”) of
2,260,000
units (the “
Units”) at a price of $0.065 per Unit
for gross proceeds of
$146,900.
Each Unit is comprised of one common share in
the capital of the Company (each, a “Share”) and
one-half of one non-transferable share purchase warrant (each, a
“Warrant”). Each whole Warrant will entitle the
holder to purchase one additional Share in the capital of the
Company (each, a “Warrant Share”) for a period of
18 months from the closing date at an exercise price of $0.075 per
Warrant Share.
Certain insiders of the Company participated in
the offering and subscribed for 1,200,000 Units in the aggregate,
which constitute “related party transactions” within the meaning of
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions
(“MI 61-101”). The Company’s President has
subscribed for 1,000,000 Units, financing his subscription with an
arranged sale through the facilities of the TSX Venture Exchange
(“TSX-V”) (Gypsy Swap). Such participation is
exempt from the formal valuation and minority shareholder approval
requirements of MI 61-101 as neither the fair market value of the
Units acquired by the insider, nor the consideration for the Units
paid by such insider, exceed 25 per cent of the Company's market
capitalization.
The Company intends to use the proceeds from the
Private Placement for administrative and other general working
capital.
The Private Placement was conducted under
available exemptions from the prospectus requirements of applicable
securities legislation and is subject to all necessary regulatory
approvals, including acceptance from the TSX-V. All securities
issued pursuant to the Private Placement, and the shares that may
be issuable on exercise of the Warrants, are subject to a statutory
hold period expiring on May 1, 2022.
None of the securities issued in the Private
Placement have been, or will be, registered under the United States
Securities Act of 1933, as amended (the “1933
Act”), and none of them may be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements of the 1933 Act. This press release
shall not constitute an offer to sell or a solicitation of an offer
to buy nor shall there be any sale of the securities in any state
where such offer, solicitation, or sale would be unlawful.
About 1844 Resources
Inc.: 1844 is an exploration company with a focus in
strategic and energetic metals and underexplored regions “Gaspé,
Chibougamau Québec”. With a dedicated management team, the
Company’s goal is to create shareholder value through the discovery
of new deposits.
1844 RESOURCES INC.
(signed) “Sylvain
Laberge”
Sylvain LabergePresident and
CEO514.702.9841Slaberge@1844
resources.com
FORWARD LOOKING INFORMATION
Some of the statements contained in this press
release are forward-looking statements and information within the
meaning of applicable securities laws, including but not limited to
statements with respect to 1844’s plans, the Private Placement and
the use of proceeds. Forward-looking statements and information can
be identified by the use of words such as “expects”, “intends”, “is
expected”, “potential”, “suggests” or variations of such words or
phrases, or statements that certain actions, events or results
“may”, “could”, “should”, “would”, “might” or “will” be taken,
occur or be achieved. Forward-looking statements and information
are not historical facts and are subject to a number of risks and
uncertainties beyond the Company’s control. Actual results and
developments are likely to differ, and may differ materially, from
those expressed or implied by the forward-looking statements
contained in this news release. Accordingly, readers should not
place undue reliance on forward-looking statements. The Company
undertakes no obligation to update publicly or otherwise revise any
forward-looking statements, except as may be required by law.
Neither the TSX-V nor its Regulation Services
Provider (as that term is defined in the policies of the TSX-V)
accepts responsibility for the adequacy or accuracy of this
release.
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