1844 Announces Short Form Prospectus Offering of Up to $1,250,000
May 04 2022 - 9:00AM
1844 RESOURCES Inc. (TSX-V:EFF) (the
“
Company” or “
1844”) is pleased
to announce that it has entered into an agreement with Leede Jones
Gable Inc. (the "
Agent"), in connection with a
short form prospectus offering of up to 15,625,000 common shares in
the capital of the Company (the “
Common Shares”)
at a price of $0.08 per Common Share to raise aggregate gross
proceeds of up to $1,250,000 (the “
Offering”).The
Offering is being made by the Agent and members of its selling
group, on a commercially reasonable agency basis, and is expected
to close on or about May 31, 2022 (the “
Closing
Date”).
The Company will pay the Agent a cash commission
of 8.0% of the gross proceeds of the Offering, subject to a reduced
cash commission of 4.0% of the gross proceeds of the Offering being
payable on sales to certain members of the president’s list (the
“President’s List Sales”), including on any
proceeds realized on the exercise of the Over-Allotment Option (as
defined herein). Additionally, the Company will grant to the Agent
a number of non-transferable options (the “Agent’s
Options”) to purchase up to 8.0% of the Common Shares sold
pursuant to the Offering, subject to a limit of 4.0% on President’s
List Sales, including on any Common Shares sold pursuant to the
exercise of the Over-Allotment Option. The Company will also pay
the Agent a corporate finance fee of $25,000.
The Agent has been granted an option (the
“Over-Allotment Option”), exercisable in whole or
in part, at any time for a period of 30 days after and including
the Closing Date, to acquire from the Company an additional 15% of
the Common Shares offered under the Offering.
The Common Shares will be offered by way of a
short form prospectus in the Provinces of British Columbia,
Alberta, Saskatchewan, Ontario and Québec. Closing of the Offering
remains subject to certain conditions including, but not limited
to, the receipt of all necessary regulatory approvals, including
the approval of the TSX Venture Exchange and applicable securities
regulatory authorities. The net proceeds of the Offering will be
used for on-going exploration expenditures on the Company’s
properties and general corporate purposes.
The Common Shares being offered will not
be, and have not been, registered under the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”), and
may not be offered or sold within 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 and applicable state securities laws. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy the Common Shares in the United States or in any
other jurisdiction in which 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@1844resources.com
FORWARD LOOKING INFORMATION
This press release contains statements which,
other than statements of historical fact constitute
“forward-looking statements” within the meaning of applicable
securities laws, including statements with respect to: results of
exploration activities, mineral resources. The words “may”,
“would”, “could”, “will”, “intend”, “plan”, “anticipate”,
“believe”, “estimate”, “expect” and similar expressions, as they
relate to the Company, are intended to identify such
forward-looking statements. This press release contains
forward-looking information in a number of places, such as in
statements relating to use or proceeds from the Offering, the
closing of the Offering and the ability to obtain the necessary
regulatory approvals. Investors are cautioned that forward-looking
statements are based on the opinions, assumptions and estimates of
management considered reasonable at the date the statements are
made, and are inherently subject to a variety of risks and
uncertainties and other known and unknown factors that could cause
actual events or results to differ materially from those projected
in the forward-looking statements. These factors include the
general risks of the mining industry, as well as those risk factors
discussed or referred to in the Company's annual information form
for the year ended April 30, 2021, available at www.sedar.com.
Should one or more of these risks or uncertainties materialize, or
should assumptions underlying the forward-looking statements prove
incorrect, actual results may vary materially from those described
herein as intended, planned, anticipated, believed, estimated or
expected. 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
information, there may be other factors that cause actions, events
or results not to be as anticipated, estimated or intended. There
can be no assurance that such information will prove to be accurate
as actual results and future events could differ materially from
those anticipated in such statements. The Company does not intend,
and does not assume any obligation, to update these forward-looking
statements except as otherwise required by applicable
law.Neither TSX Venture Exchange nor its Regulations
Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
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