Quebec Precious Metals Announces Closing of $6.5 Million Bought Deal Private Placement; Newmont Goldcorp Increases Ownership ...
30 11월 2019 - 12:34AM
Quebec Precious Metals Corporation (TSX.V: CJC, FSE: YXEP,
OTC-BB: CJCFF) (“
QPM” or the
“
Company”) is pleased to announce that it has
closed the previously announced $6,500,000 bought deal private
placement (the “
Offering”). The Offering was
conducted pursuant to the terms and conditions of an underwriting
agreement entered into between the Company and a syndicate of
underwriters led by Laurentian Bank Securities Inc., as lead
underwriter and bookrunner, and including Canaccord Genuity Corp.
(the “
Underwriters”).
The Offering consisted of the issuance of
8,908,258 charity “flow-through” common shares of the Company (the
“Charity FT Shares”) at a price of $0.40 per
Charity FT Share, 7,105,517 Quebec “flow-through” common shares of
the Company (the “Quebec FT Shares”) at a price of
$0.29 per Quebec FT Share and 4,167,273 common shares of the
Company (the “Hard Shares”) at a price of $0.22
per Hard Share, for aggregate gross proceeds of $6,540,703, which
included an additional issuance of securities pursuant to the
partial exercise by the Underwriters of an over-allotment
option.
The net proceeds from the sale of the Hard
Shares will be used by the Company for general corporate and
working capital purposes. The gross proceeds received by the
Company from the sale of the Charity FT Shares and the Quebec FT
Shares will be used to incur Canadian Exploration Expenses
(“CEE”) that are “flow-through mining
expenditures” (as such terms are defined in the Income Tax Act
(Canada)) on the Sakami project and other James Bay projects
located in the Province of Québec, which will be renounced to the
subscribers with an effective date no later than December 31, 2019,
in the aggregate amount of not less than the total amount of the
gross proceeds raised from the issue of Charity FT Shares and
Quebec FT Shares.
In consideration for the services rendered in
connection with the Offering, the Underwriters received a cash
commission in the aggregate amount of $392,442. As additional
consideration, the Corporation also issued to the Underwriters an
aggregate of 1,210,863 non-transferable compensation warrants
(the “Compensation Warrants”). Each
Compensation Warrant is exercisable to acquire one common share of
the Company at an exercise price of $0.30 at any time in whole or
in part for a period of 24 months following the closing of the
Offering.
All securities issued pursuant to this Offering
will be subject to a restricted period expiring March 30, 2020,
under applicable Canadian securities legislation. The Offering
remains subject to the final approval of the TSX Venture
Exchange.
QPM has been advised that Newmont Goldcorp
Corporation (“Newmont Goldcorp”) has exercised its
right to increase its ownership to 19.9% on a partially diluted
basis by acquiring 4,407,808 common shares of the Company. This
right had been granted to Newmont Goldcorp on April 25, 2018
pursuant to an Investor Rights Agreement with the Company.
Newmont Goldcorp had advised the Company that
following the transaction, it now owns 10,541,042 common shares and
3,034,394 warrants, representing approximately 16.2% of the issued
and outstanding common shares of QPM and 19.9% of the issued and
outstanding share of QPM on a partially diluted basis. Prior to
completion of the transaction, Newmont Goldcorp held 6,133,234
common shares and 3,034,394 warrants representing approximately
13.6% of the issued and outstanding common shares of QPM and 19.1%
of the issued and outstanding common shares of QPM on a partially
diluted basis. A copy of the Early Warning report filed by Newmont
Goldcorp in connection with the transaction will be available on
QPM’s SEDAR profile. Newmont Goldcorp's head office is located at
6363 South Fiddler’s Green Circle, Suite 800, Greenwood Village,
Colorado, 80111.
Some insiders of the Company, excluding Newmont
Goldcorp, subscribed for a total of 592,718 Hard Shares of QPM.
Participation by these insiders constitutes a related party
transaction as defined under Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special Transactions
(“MI 61-101”). The issuance of securities to the
related parties is exempt from the formal valuation requirements of
Section 5.4 of MI 61-101 pursuant to Subsection 5.5(b) of MI 61-101
and exempt from the minority shareholder approval requirements of
Section 5.6 of MI 61-101 pursuant to Subsection 5.7(b) of MI
61-101. The Company did not file a material change report 21 days
prior to the closing of the Offering as the details of the
participation of these insiders of the Company had not been
confirmed at that time.
About Quebec Precious Metals
Corporation
QPM is a gold explorer with a large land
position in the highly-prospective Eeyou Istchee James Bay
territory, Québec, near Newmont Goldcorp Corporation’s Éléonore
gold mine. QPM’s flagship project is the Sakami project with
significant grades and well-defined drill-ready targets.
QPM’s goal is to rapidly explore this project to advance it to
the mineral resource estimate stage.
For more information please contact:
Jean-François Meilleur President Tel.: 514
951-2730 jfmeilleur@qpmcorp.ca
Normand Champigny Chief Executive Officer Tel.:
514 979-4746 nchampigny@qpmcorp.ca
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 release.
Quebec Precious Metals (TSXV:CJC)
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