Each Unit consists of one common share (each, a 'Share') and one transferable common share purchase warrant (each, a 'Warrant'). Each Warrant will entitle the holder to purchase, for a period of 24 months from the date of issue (the 'Expiry Date'), one additional common share of the Company (each, a 'Warrant Share') at an exercise price of
The Company paid aggregate cash finder's fees of
The Company intends to use the proceeds of the Offering to fund the cost of the ongoing exploration programs on the Company's helium projects and for general working capital purposes.
Pursuant to Canadian Securities Laws, all securities issued in the Offering will be subject to a hold period of four months plus one day from the date of issuance.
ABCapital acquired, on behalf of accounts fully managed by ABCapital over which it has sole discretion, 15,500,000 Shares in the Offering representing approximately 16.7% of the Company's outstanding Shares (or 31,000,000 Shares representing approximately 28.7% of the Company's outstanding Shares on a partially diluted basis, assuming the exercise of ABCapital's Warrants). Subject to approval by the Company's shareholders, ABCapital is only entitled to exercise from time to time, such number of Warrants that, after the applicable exercise, the number of Shares of then owned by ABCapital shall not exceed 19.9% of the then issued and outstanding Shares. No finder's fees were paid in connection with the investment by ABCapital. ABCapital and the Company have agreed that as long as ABCapital maintains its investment in the Company at or above 10%, ABCapital shall be entitled to nominate a person as a member of the Board of Directors of the Company.
The Company has been advised that the securities were purchased by ABCapital for investment purposes and that ABCapital has a long-term view of the investment and may acquire additional securities either on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors.
Prior to the completion of the Offering, ABCapital did not own, and did not exercise control or direction over, any Shares, and accordingly, the acquisition represents an increase in the number of Shares over which ABCcapital exercises control or direction over from nil to 16.7% of the outstanding Common Shares on an undiluted basis and 28.7% on a partially-diluted basis.
An aggregate of 7,000,000 Units issued to ABCapital as part of the Offering, and the proceeds corresponding thereto, have been placed into escrow pending receipt of approval from
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This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in
Forward Looking Statements
This news release includes certain statements that may be deemed to be forward-looking statements or forward-looking information under applicable Canadian securities legislation (together, the 'forward-looking statements') that may not be based on historical fact, including without limitation, statements containing the words 'believe', 'may', 'plan', 'will', 'estimate', 'continue', 'anticipate', 'intend', 'expect', 'potential' and similar expressions. Forward-looking statements are necessarily based on estimates and assumptions made by management of the Company in light of our experience and perception of historical trends, current conditions and expected future developments, as well as the factors we believe are appropriate. All statements in this news release, other than statements of historical facts, that address events or developments that management of the Company expects, are forward-looking statements. Forward-looking statements include but are not limited to statements relating to the Exchange's final approval of the Offering. Although management believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, and actual results or developments may differ materially from those in the forward-looking statements. The Company undertakes no obligation to update these forward-looking statements if management's beliefs, estimates or opinions, or other factors, should change. Factors that could cause actual results to differ materially from those in forward-looking statements, include market prices, exploration and development successes, continued availability of capital and financing, and general economic, market or business conditions. Please see the public filings of the Company at www.sedarplus.com for further information.
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