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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.