Komet Announces $3.33 Million Non-Brokered Private Placements
September 02 2020 - 7:00AM
Komet Resources Inc. (“Komet” or the
“Corporation”) (
TSX-V : KMT)
is pleased to announce non-brokered private placements of up to
$3.33 million, consisting of (i) 12,500,000 units of the
Corporation (each, a "
Unit") at a price of $0.13
per Unit, for gross proceeds of up to $1.63 million and (ii)
10,000,000 flow-through shares of the Corporation (the “
FT
Shares”), at a price of $0.17 per FT Share, for gross
proceeds of up to $1.7 million (collectively, the
"
Offerings").
Each Unit will consist of one common share of
the Corporation (each, a "Common Share") and
one-half of one common share purchase warrant of the Corporation
(each whole warrant, a "Warrant"). Each Warrant
will entitle the holder thereof to acquire one Common Share at a
price of $0.20 for a 24-month period following the closing date of
the Offerings.
The net proceeds from the Offerings will be used
for the exploration of newly acquired Québec properties ($1.7
million), as well as general corporate purposes ($1.63
million).
The Offerings are available to accredited
investors and existing shareholders of the Corporation, subject to
certain limitations outlined below, to ensure all shareholders may
have the opportunity to participate.
The Offerings are expected to close on or about
September 30, 2020 or such other date as the Corporation may
determine. The Offerings are conditional upon receipt of all
required regulatory approvals, including the approval of the TSX
Venture Exchange. The securities to be issued under the Offerings
will have a hold period of four months and one day from the closing
date of the Offerings, in accordance with applicable securities
laws.
The following "insiders" of the Corporation intend to subscribe
for the following securities:
Insider |
Category |
Number of Securities |
Subscription Amount |
Robert Wares |
10% Security Holder; Chairman and Interim President |
3,700,000 Units |
$481,000 |
Robert Wares |
10% Security Holder; Chairman and Interim President |
3,000,000 (FT) |
$510,000 |
Pierre Colas |
Director |
250,000 (FT) |
$42,500 |
Mathieu Savard |
Director |
100,000 (FT) |
$17,000 |
Etienne Courchesne |
CFO |
35,000 (FT) |
$5,950 |
The subscription by insiders, pursuant to the
Offerings, is considered to be a related party transaction subject
to Multilateral Instrument 61-101 (“MI 61-101”). The Corporation
intends to rely on exemptions from the formal valuation and
minority shareholder approval requirements provided under sections
5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that participation
in the Offerings by insiders will not exceed 25% of the fair market
value of the Corporation's market capitalization.
Additional information for existing shareholders relying
on the Existing Shareholder Exemption
Shareholders of record of the Corporation as at
September 1, 2020 (the “Record Date”), who are not
accredited investors, are eligible to participate in the Offerings
under the “Existing Shareholder Exemption”, available under
Canadian securities laws. The Existing Shareholder Exemption limits
a shareholder to a maximum investment of $15,000 in a 12-month
period from the date of closing of the Offerings, unless the
shareholder has obtained advice regarding the suitability of the
investment and, if the shareholder is resident in a jurisdiction of
Canada, that advice has been obtained from a person that is
registered as an investment dealer in the jurisdiction. Any person
who becomes a shareholder of the Corporation after the Record Date
is not permitted to participate in the Offering using the Existing
Shareholder Exemption, however other exemptions may still be
available to them. Non-Accredited shareholders who became
shareholders after the Record Date should consult their
professional advisors when completing their subscription form to
ensure that they use the correct exemption. The Corporation
confirms there is no material fact or material change relating to
the Corporation that has not been generally disclosed.
The Offerings are subject to a minimum
subscription of $2,000 per subscriber. Subscriptions received from
existing shareholders relying on this exemption will be treated on
a first come first serve basis. In the event of an oversubscription
to the Offerings, the Corporation may seek TSX-V approval for such
oversubscription or may allocate Units or FT Shares on
a pro-rata basis amongst all subscribers qualifying under
all available exemptions.
Any investor or existing shareholders should
contact the Corporation no later than September 15, 2020 if
they have any questions or have an interest in participating in the
Offerings.
This news release does not constitute an offer
to sell or a solicitation of an offer to buy nor shall there be any
sale of any of the securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful, including any of the
securities in the United States of America. The securities have not
been and will not be registered under the United States Securities
Act of 1933, as amended (the "1933 Act") or any
state securities laws and may not be offered or sold within the
United States or to, or for account or benefit of, U.S. Persons (as
defined in Regulation S under the 1933 Act) unless registered under
the 1933 Act and applicable state securities laws, or an exemption
from such registration requirements is available.
About Komet
Komet is a Montreal-based mineral exploration
company listed on the TSX-V under symbol KMT and is now focused on
exploration and development of gold and base metal properties in
Eastern Canada. Komet is active in New Brunswick where it is
exploring in the prolific Bathurst Mining Camp and the Company is
advancing several greenfield exploration opportunities in
Quebec.
Investor
Relations/information:
Mr. Robert Wares,Chairman and interim President
(r.wares@kometgold.com).
Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release
Cautionary Statement on Forward-Looking
Information
This news release contains "forward-looking
information" within the meaning of applicable Canadian securities
legislation based on expectations, estimates and projections as at
the date of this news release. Forward-looking information involves
risks, uncertainties and other factors that could cause actual
events, results, performance, prospects and opportunities to differ
materially from those expressed or implied by such forward-looking
information. Factors that could cause actual results to differ
materially from such forward-looking information include, but are
not limited to, capital and operating costs varying significantly
from estimates; the preliminary nature of metallurgical test
results; delays in obtaining or failures to obtain required
governmental, environmental or other project approvals;
uncertainties relating to the availability and costs of financing
needed in the future; changes in equity markets; inflation;
fluctuations in commodity prices; delays in the development of
projects; the other risks involved in the mineral exploration and
development industry; and those risks set out in the Corporation’s
public documents filed on SEDAR at www.sedar.com. Although the
Corporation believes that the assumptions and factors used in
preparing the forward-looking information in this news release are
reasonable, undue reliance should not be placed on such
information, which only applies as of the date of this news
release, and no assurance can be given that such events will occur
in the disclosed time frames or at all. The Corporation disclaims
any intention or obligation to update or revise any forward-looking
information, whether as a result of new information, future events
or otherwise, other than as required by law.
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