/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, Oct. 6, 2021 /CNW/ - QC Copper and Gold Inc.
("QC Copper" or the "Company") (TSXV: QCCU) is
pleased to announce it has entered into an agreement with Cormark
Securities Inc. ("Cormark"), on behalf of a syndicate of
agents (collectively, the "Agents"), pursuant to which the
Agents have agreed to act as agents in connection with a "best
efforts" private placement offering of 6,700,000 common shares in
the capital of the Company that will qualify as "flow-through
shares" (within the meaning of subsection 66(15) of the Income
Tax Act (Canada) and section
359.1 of the Taxation Act (Québec)) (the "FT Shares")
at a price of $0.60 per FT Share (the
"Issue Price") for gross proceeds of $4,020,000 (the "Offering").
The Agents will have the option, exercisable in whole or in part
at any time up to 48 hours prior to the closing of the Offering, to
arrange for the purchase of up to an additional 1,005,000 FT Shares
at the Issue Price.
The gross proceeds from the issuance 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) and under section 359.1 of the
Taxation Act (Quebec) (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 of
the FT Shares. In addition, with respect to Québec resident
subscribers who are eligible individuals under the Taxation
Act (Québec), the Canadian exploration expenses will also
qualify for inclusion in the "exploration base relating to certain
Québec exploration expenses" within the meaning of section 726.4.10
of the Taxation Act (Québec) and for inclusion in the
"exploration base relating to certain Québec surface mining
expenses or oil and gas exploration expenses" within the meaning of
section 726.4.17.2 of the Taxation Act (Québec). 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.
The Offering is expected to close on or about October 27, 2021, or such other date as the
Company and the Agents may agree and is subject to certain
conditions including, but not limited to, the receipt of all
necessary regulatory and other approvals including the acceptance
of the TSX Venture Exchange.
The FT Shares will be offered for sale by way of private
placement pursuant to applicable exemptions from the prospectus
requirements in each of the provinces of Canada, and in such other jurisdictions as may
be mutually agreed between the Company and the Agents. The
securities issued under the Offering will be subject to a four
month hold period under applicable Canadian securities laws.
The securities offered have not been, nor will they be,
registered under the United States Securities Act of 1933, as
amended, or any state securities law, and may not be offered, sold
or delivered, directly or indirectly, within the United States, or to or for the account or
benefit of U.S. persons, absent registration or an exemption from
such registration requirements. This news release does not
constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of securities in any state in
the United States 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.
Certain information in this press release may contain
forward-looking statements concerning the Offering, use of
proceeds, closing tax and tax treatment of the FT Shares. This
information is based on current expectations subject to significant
risks and uncertainties that are difficult to predict. Actual
results might differ materially from results suggested in any
forward-looking statements. QC Copper and Gold Inc. assumes no
obligation to update forward-looking statements or reasons why
actual results could differ from those reflected in the forward
looking-statements unless and until required by securities laws
applicable to QC Copper and Gold Inc. Additional information
identifying risks and uncertainties is contained in QC Copper and
Gold Inc. filings with Canadian securities regulators, which
filings are available under QC Copper and Gold Inc.'s profile at
www.sedar.com
SOURCE QC Copper & Gold Inc.