Dre Copper Announces Closing of Private Placement of C$5.75 Million Common and Flow-Through Shares, Including Full Exercise of Agent Option, The Canadian Business Journal
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TORONTO, Oct. 21, 2022 (GLOBE NEWSWIRE) — Dore Copper Mining Corp.Ltd.” Also “Dre Copper“) (TSX-V:DCMC; OTCQB:DRCMF; FRA:DRM) is a previously announced “best effort” private placement (“Recruitment”), pursuant to which the Corporation will (i) invest 7,666,820 ordinary shares in the Corporation’s capital (“Offered common stock“) at a price of $0.30 per share of common stock on the offering in the aggregate amount of $2,300,046; )of income tax law (Canada) and Section 359.1 tax law (Quebec)) (“flow-through stocks“) At a price of $0.36 per flow-through share, aggregate earnings of $3,450,069, total earnings to the Company of $5,750,115, including full exercise of agent’s options.
Represented by Cormark Securities Inc., Desjardins Securities Inc., and Paradigm Capital Inc. (collectively, “Agent“) In connection with the sale, pursuant to the terms of the agency agreement dated October 21, 2022. In consideration of their services in connection with the sale, the Company will pay a cash commission equal to $329,555, which is 6% of the total amount. Paid to the agent, a reduced equivalent of 3% of the total proceeds from the sale of proposed common stock and flow-through stock, and the total proceeds from the sale of proposed common stock to certain members of the President’s List Cash Fees In addition, we also paid fees totaling approximately $35,753 (plus applicable taxes) for two subscriptions under the offering.
Net proceeds from the sale of public common stock will be used for exploration and development activities, working capital and general corporate purposes. We will (a) use an amount equal to the total proceeds we receive from the sale of Flow-Through Shares in accordance with the provisions of this Act; income tax law (Canada), which directly or indirectly incurs costs (seeeligible spending“) In connection with the Corporation’s projects in Quebec prior to December 31, 2023, “Canadian Exploration Expenses” ( income tax law (Canada)), (i) where available under applicable law, at least 50% qualify as “flow-through significant mineral mining expenditure” (as defined in the legislative proposal relating to Canada); as has been done). income tax law (Canada) issued by the Ministry of Finance on 9 August 2022 (“tax proposal“))), and (ii) the remainder qualify as “flow-through mining expenditure” ( income tax law (Canada), as amended by the tax proposal is proposed); and (b) waives all qualifying expenditures for flow-through equity participants effective December 31, 2022.In addition, with respect to subscribers resident in Quebec who are eligible individuals under tax law (Québec), Canadian exploration costs are also eligible for inclusion within the meaning of Section 726.4.10 in “Exploration Stations Related to Certain Quebec Exploration Costs.” tax law (Québec), within the meaning of Section 726.4.17.2, for inclusion in “exploration stations associated with certain Quebec surface mining costs or oil and gas exploration costs.” tax law (Quebec).
A fund managed by Joseph De La Plante, Director of the Corporation and Equinox Partners Investment Management (“vernal equinox partner(an insider of the Company) have each tendered 135,000 shares of flow-through stock and 3,450,000 shares of common stock offered on the same terms as arm’s length investors. Mr. Delaplant and his participation in the Equinox Partners offering constitute a “related party transaction” for purposes of Multilateral Agreement 61-101. Protection of Minority Shareholders in Special Transactions (“MI61-101”). The Company is exempt from the requirement to obtain a formal valuation or minority shareholder approval in connection with the public offering pursuant to Sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively. if the market value of securities issued to related parties or the fair market value of consideration for securities issued to related parties exceeds 25% of the Company’s market capitalization as calculated in accordance with MI 61-101; Because the aforementioned insider’s participation was not confirmed at the time and we wanted to terminate the offering as quickly as possible, we filed a Material Change Report at least 21 days prior to the scheduled termination date of the offering. did not do it.
The offering was made by private placement in each province of Canada pursuant to an exemption from the prospectus requirement and, in the case of common stock offered, in certain other jurisdictions and in accordance with all applicable laws in each case. . The public offering of common stock was made on a private placement basis to individuals in the United States who are “qualified institutional investors” as defined in Rule 144A under the U.S. Securities Act of 1933 .U.S. Securities Law“,” is also an “accredited investor,” and such term is defined in Rule 501(a) of Regulation D under the U.S. Securities Act (“Regulation D“) and, in each case, in compliance with Regulation D, Rule 506(b) and applicable U.S. securities laws. Subject to a 4-month pending period under applicable Canadian securities laws that expires, offerings are subject to final approval by the TSX Venture Exchange.
The securities offered are not and will not be registered under the U.S. or state securities laws, nor will they be registered, directly or indirectly, in the United States or for the account or benefit thereof. not publicly offered, sold or delivered. U.S. Persons, Not Registered, or Exempt from such Registration Requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall any securities be sold in any state within the United States. the securities laws of that jurisdiction; Securities referenced herein have not been approved or disapproved by any regulatory authority.
About Dre Copper Mining Corporation
Dore Copper Mining Corp. aims to become Quebec’s next copper producer, with an initial production target of 50 million pounds equivalent of copper per year and several high-grade copper and gold plants. implements a hub-and-spoke operating model in which assets of are supplied to a centralized copper.land mill1The company submitted a PEA in May 2022 and is proceeding with a feasibility study.
The Corporation has consolidated a large land package into the prolific Lac Dore/Chibugamau and Joe Mann mining camps that have historically produced 1.6 billion pounds of copper and 4.4 million ounces of gold.2The land package includes 13 former production mines, deposits and resource target areas within a 60-kilometer radius of the Corporation’s Copper Land plant.
For more information, please visit the company’s website. www.dorecopper.com Or see Doré Copper’s SEDAR filing. www.sedar.com or contact:
- National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”). was created by BBA Inc. contributing to the research section.
- Historical production source: Economic Geology, v. 107, pp. 963–989 – Structural and Stratigraphic Controls on Magmatic, Volcanogenic, and Shear Zone-Hosted Mineralization in the Chapais-Chibougamau Mining Camp, Northeastern Abitibi, Canada by François Leclerc et al. (Lac Dore/Chibougamau Mine Camp) and NI 43-101 Technical Report on the Joe Mann Property, dated January 11, 2016, for Geologica Groupe-Conseil Inc., Jessie Ressources Inc. (Joe Mann Mine).
Cautionary Note Regarding Forward-Looking Statements
This news release contains certain “forward-looking statements” under applicable Canadian and US securities laws. Forward-looking statements include, but are not limited to, statements regarding the use of proceeds from the offering, including the eventual approval of the offering from the TSX Venture Exchange, and the timing and ability of the Company to obtain necessary regulatory approvals. is not limited to Release to purchasers of flow-through shares and timing thereof; tax treatment of flow-through shares; our ability to meet production targets; commencement, timing and completion of feasibility studies; . Forward-looking statements, while believed to be reasonable, involve known and unknown risks, uncertainties and risks that could cause actual results or future events to differ materially from those expressed or implied. are necessarily based on a number of estimates and assumptions that are influenced by and other factors. such forward-looking statements. Such factors include, but are not limited to, general business, economic, competitive, political and social uncertainties. Delay or failure to obtain regulatory approval. gold and copper prices; and the results of this expedition. There can be no assurance that such statements will prove to be accurate, as actual results or future events could differ materially from those projected in such statements. You should not place undue reliance on forward-looking statements. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Neither TSX Venture Exchange nor its regulated service providers (as those terms are defined in the TSX Venture Exchange Policy) are responsible for the adequacy or accuracy of this news release.
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Dre Copper Announces Closing of Private Placement of C$5.75 Million Common and Flow-Through Shares, Including Full Exercise of Agent Option, The Canadian Business Journal
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