/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, Feb. 6, 2023
/CNW/ - Faraday Copper Corp. ("Faraday" or the
"Company") (TSX: FDY) (OTCQX: CPPKF) is pleased to announce
that in connection with the bought deal financing announced on
February 2, 2023, the Company has
entered into an amending agreement with Canaccord Genuity Corp. on
behalf of a syndicate of underwriters that includes PI Financial
Inc., TD Securities Inc. and Stifel GMP (collectively, the
"Underwriters"), to increase the size of the previously announced
bought deal financing from C$30.0
million to C$34.8 million
consisting of 43,478,000 common shares of the Company (the "Common
Shares") at a price of C$0.80 per
Common Share (the "Upsized Offering"). Fort Capital Partners acted
as special advisor to the Company in relation to the bought deal
financing and other strategic matters.
The Company will grant the Underwriters an option to purchase up
to an additional 6,521,700 Common Shares (the "Over-Allotment
Option Common Shares" and together with the Common Shares, the
"Offered Securities") to cover over-allotments, if any, and for
market stabilization purposes at a price of $0.80 per Over-Allotment Option Common Share for
additional gross proceeds of up to C$5,217,360 (the "Over-Allotment Option" and
together with the Underwritten Offering, the "Offering"),
exercisable in whole or in part, at any time on or prior to the
date that is 30 days following the Closing Date (as defined
herein). In the event that the Over-Allotment Option is fully
exercised by the Underwriters, the gross proceeds from the Offering
would be C$39,999,760.
The Company intends to use the net proceeds from the Upsized
Offering to fund the purchase of a 32,000 acre ranch land package
adjacent to the Company's Copper Creek Property, for exploration
and development of the Copper Creek project, as well as for working
capital and general corporate purposes as set out in the prospectus
supplement.
The Common Shares will be issued by way of a prospectus
supplement that will be filed in all provinces and territories of
Canada, other than Quebec, under the Company's base shelf
prospectus dated October 21, 2022.
The Common Shares may also be sold in the
United States on a private placement basis pursuant to an
exemption from the registration requirements of the United States
Securities Act of 1933, as amended (the "U.S. Securities Act"), and
other jurisdictions outside of Canada provided that no prospectus filing or
comparable obligation arises.
The Upsized Offering is scheduled to close on or about
February 14, 2023 (the "Closing
Date"), and is subject to certain conditions including, but not
limited to, the receipt of all necessary regulatory and other
approvals including the approval of the Toronto Stock Exchange and
the securities regulatory authorities.
The securities offered in the Upsized Offering have not been,
and will not be, registered under 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
shall not constitute an offer to sell or the 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.
About Faraday Copper
Faraday Copper is a Canadian exploration company focused on
advancing its flagship copper project in The United States of America. The Copper Creek
project, located in Arizona, is
one of the largest undeveloped copper projects in North America with open pit and bulk
underground mining potential. The Company is well-funded to deliver
on its key milestones and benefits from a management team and board
of directors with senior mining company experience and expertise.
Faraday trades on the TSX under the symbol "FDY".
To receive news releases by e-mail, please register using the
Faraday website at www.faradaycopper.com.
Cautionary Note on Forward Looking Statements
Some of the statements in this news release, other than
statements of historical fact, are "forward-looking
statements" and are based on the opinions and estimates of
management as of the date such statements are made and are
necessarily based on estimates and assumptions that are inherently
subject to known and unknown risks, uncertainties and other factors
that may cause actual results, level of activity, performance or
achievements of Faraday to be materially different from those
expressed or implied by such forward-looking statements. Such
forward-looking statements and forward-looking information
specifically include, but are not limited to, statements concerning
the expected quantum and timing of closing the Upsized Offering and
the intended use of proceeds.
Although Faraday believes the expectations expressed in such
forward-looking statements are based on reasonable assumptions,
such statements should not be in any way construed as guarantees of
future performance and actual results or developments may differ
materially. Accordingly, readers should not place undue reliance on
forward-looking statements or information.
Factors that could cause actual results to differ materially
from those in forward-looking statements include without
limitation: market prices for metals; the conclusions of detailed
feasibility and technical analyses; lower than expected grades and
quantities of resources; receipt of regulatory approval; receipt of
shareholder approval; mining rates and recovery rates; significant
capital requirements; price volatility in the spot and forward
markets for commodities; fluctuations in rates of exchange;
taxation; controls, regulations and political or economic
developments in the countries in which Faraday does or may carry on
business; the speculative nature of mineral exploration and
development, competition; loss of key employees; rising costs of
labour, supplies, fuel and equipment; actual results of current
exploration or reclamation activities; accidents; labour disputes;
defective title to mineral claims or property or contests over
claims to mineral properties; unexpected delays and costs inherent
to consulting and accommodating rights of Indigenous peoples and
other groups; risks, uncertainties and unanticipated delays
associated with obtaining and maintaining necessary licenses,
permits and authorizations and complying with permitting
requirements, including those associated with the Copper Creek
property; and uncertainties with respect to any future acquisitions
by Faraday. In addition, there are risks and hazards associated
with the business of mineral exploration, development and mining,
including environmental events and hazards, industrial accidents,
unusual or unexpected formations, pressures, cave-ins, flooding and
the risk of inadequate insurance or inability to obtain insurance
to cover these risks as well as "Risk Factors" included in
Faraday's disclosure documents filed on and available at
www.sedar.com.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any securities in any jurisdiction
to any person to whom it is unlawful to make such an offer or
solicitation in such jurisdiction. This news release is not, and
under no circumstances is to be construed as, a prospectus, an
offering memorandum, an advertisement or a public offering of
securities in Faraday in Canada,
the United States or any other
jurisdiction. No securities commission or similar authority in
Canada or in the United States has reviewed or in any way
passed upon this news release, and any representation to the
contrary is an offence.
SOURCE Faraday Copper Corp.