/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO
U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES./
Symbol: TSX-V: PRB
Shares
Issued: 138,606,180
TORONTO, Feb. 14, 2022 /CNW/ - Probe Metals Inc.
(TSXV: PRB) (OTCQB: PROBF) ("Probe" or the
"Company") is pleased to announce that it has entered into
an agreement with Canaccord Genuity Corp. on behalf of a syndicate
of underwriters (collectively, the "Underwriters"), pursuant
to which the Underwriters have agreed to purchase, on a "bought
deal" basis, 4,840,000 flow-through units of the Company (the
"Flow-Through Units") at a price of $3.10 per Flow-Through Unit (the "Offering
Price") for gross proceeds of $15,004,000 (the "Underwritten
Offering").
Each Flow-Through Unit will consist of one common share of the
Company issued as a "flow-through share" (within the meaning of
subsection 66(15) of the Income Tax Act (Canada) and section 359.1 of the Taxation
Act (Québec)) and one-half of one common share purchase warrant
of the Company (each whole common share purchase warrant, a
"Warrant"). Each Warrant entitles the holder thereof to
acquire one common share of the Company at a price of $2.40 per share for a period of 24-months from
the Closing Date (as defined herein).
The Company has granted the Underwriters an option, exercisable
in whole or in part at any time up to 48 hours prior to the Closing
Date (as defined herein), to arrange for the purchase of up to an
additional 726,000 Flow-Through Units at the Offering Price (the
"Underwriters' Option" and together with the Underwritten
Offering, the "Offering"). The Offering is expected to close
on or about March 8, 2022 (the
"Closing Date") and is subject to the Company receiving all
necessary regulatory approvals.
The gross proceeds of the Offering will be used by the Company
to incur eligible "Canadian exploration expenses" that will qualify
as "flow-through mining expenditures" as such terms are defined in
the Income Tax Act (Canada) and,
in respect of Québec resident subscribers who are eligible
individuals, will qualify for inclusion in the "exploration base
relating to certain Québec surface mining or oil and gas
exploration expenses" and the "exploration base relating to certain
Québec exploration expenses" of the Corporation as such terms are
defined in the Taxation Act (Québec) (the "Qualifying
Expenditures") related to the Company's properties located in
Quebec, Canada on or before
December 31, 2022. All Qualifying
Expenditures will be renounced in favour of the subscribers
effective December 31, 2022.
The Flow-Through Units will be offered by way of private
placement pursuant to applicable exemptions from prospectus
requirements in each of the provinces of Alberta, British
Columbia, Ontario,
Quebec and in such other
jurisdictions as may be mutually agreed between the Company and the
Underwriters. The securities issues under the Offering will be
subject to a four month hold period under applicable Canadian
securities laws.
The securities to be offered pursuant to the Offering have not
been, and will not be, registered under the U.S. Securities Act of
1933, as amended (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 press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful.
About Probe Metals:
Probe Metals Inc. is a leading
Canadian gold exploration company focused on the acquisition,
exploration and development of highly prospective gold properties.
The Company is committed to discovering and developing high-quality
gold projects, including its key asset the multimillion-ounce
Val-d'Or East Gold Project, Québec. The Company is well-funded and
controls a strategic land package of approximately
1,500-square-kilometres of exploration ground within some of the
most prolific gold belts in Québec. The Company was formed as a
result of the $526M sale of Probe
Mines Limited to Goldcorp. Eldorado Gold Corporation currently owns
approximately 10.9% of the Company.
On behalf of Probe Metals Inc.,
Dr. David
Palmer,
President & Chief Executive
Officer
Forward-Looking Statements
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. This News Release includes certain
"forward-looking statements" which are not comprised of historical
facts. Forward-looking statements include estimates and
statements that describe the Company's future plans, objectives or
goals, including words to the effect that the Company or management
expects a stated condition or result to occur. Forward-looking
statements may be identified by such terms as "believes",
"anticipates", "expects", "estimates", "may", "could", "would",
"will", or "plan". Since forward-looking statements are based on
assumptions and address future events and conditions, by their very
nature they involve inherent risks and uncertainties. Although
these statements are based on information currently available to
the Company, the Company provides no assurance that actual results
will meet management's expectations. Risks, uncertainties and
other factors involved with forward-looking information could cause
actual events, results, performance, prospects and opportunities to
differ materially from those expressed or implied by such
forward-looking information. Forward looking information in this
news release includes, but is not limited to, following: the
intention to complete the Offering and the expected expenditure of
the proceeds of the Offering, and the Company's objectives, goals
or future plans. Factors that could cause actual results to differ
materially from such forward-looking information include, but are
not limited to: the ability to compete the financing on the terms
as announced or at all; failure to identify mineral resources;
failure to convert estimated mineral resources to reserves; delays
in obtaining or failures to obtain required regulatory,
governmental, environmental or other project approvals; political
risks; the anticipated results of the Preliminary Economic
Assessment for the Val-d'Or East project, including future project
opportunities, future operating and capital costs, closure
costs, AISC, the projected NPV, IRR, timelines, permit
timelines, and the ability to obtain the requisite permits,
economics and associated returns of the Val-d'Or East project,
the technical viability of the Val-d'Or East project, the market
and future price of and demand for gold, the environmental impact
of the Val-d'Or East project, and the ongoing ability to work
cooperatively with stakeholders, including the local levels of
government; inability to fulfill the duty to accommodate First
Nations and other indigenous peoples; uncertainties relating to the
availability and costs of financing needed in the future; changes
in equity markets, inflation, changes in exchange rates,
fluctuations in commodity prices; delays in the development of
projects, capital and operating costs varying significantly from
estimates; an inability to predict and counteract the effects of
COVID-19 on the business of the Company, including but not limited
to the effects of COVID-19 on the price of commodities, capital
market conditions, restriction on labour and international travel
and supply chains; and the other risks involved in the mineral
exploration and development industry, and those risks set out in
the Company's public documents filed on SEDAR. Although the Company
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 Company 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.
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.
SOURCE Probe Metals Inc.