Search Minerals Inc. Announces $15,000,000 Non-Brokered Private Placement of Units and Previously Announced Flow-Through Shares
December 07 2021 - 3:00AM
Search Minerals Inc. ("Search" or the
"Company") (TSXV: SMY | OTCQB: SHCMF is pleased to
update the terms of the Company’s non-brokered private placement of
flow-through common shares of the Company (“the “
FT
Shares”), as announced on December 3, 2021 (the
“
FT Offering”). The Company is pleased to announce
that Search will complete a non-brokered private placement offering
for aggregate gross proceeds of up to $15,000,000, through a
combination of (i) FT Shares at a price of $0.25 per FT Share, up
to a maximum of $5,000,000; and (ii) units of the Company (the
"
Units") at a price of $0.18 per Unit (the
"
Unit Offering").
Each Unit consists of one common share (each, a
“Share”) and one common share purchase warrant
(each, a “Warrant”) in the capital of the Company.
Each Warrant will entitle the holder to purchase one additional
Share at a price of $0.25 per Share for a period of 24 months after
the date of issuance, provided that if the volume-weighted average
closing price of the Shares on the TSX Venture Exchange (the
“TSXV”) is at a price greater than $0.40 for a
period of thirty consecutive trading days, the Company will have
the right to accelerate the expiry date of the Warrants by giving
written notice to the holders of the Warrants that the Warrants
will expire on the date that is not less than 30 days from the date
of such notice.
The Company intends to use the proceeds from the
FT Offering to incur eligible Canadian exploration expenses and
flow-through mining expenditures, within the meaning of the Income
Tax Act (Canada), on the Company’s projects, including the
Company's Deep Fox project in the Critical Rare Earth Element
District of South East Labrador (the “District”)
and other exploration work in the District. The Company intends to
use the proceeds from the Unit Offering for general working capital
purposes. Closing of each of the FT Offering and Unit Offering
(collectively, the “Offerings”) is subject to a
number of conditions, including receipt of all necessary corporate
and regulatory approvals, including the approval of the TSXV.
In connection with the Offerings, the Company
may pay finders’ fees to certain arm’s length parties, as permitted
by the policies of the TSXV. All securities issued in connection
with the Offerings will be subject to a four-month hold period
under applicable securities legislation.
Certain insiders of the Company may participate
in the Offerings. The participation of Insiders in the Offerings
will constitute a “related party transaction” within the meaning of
Multilateral Instrument 61-101 Protection of Minority Security
Holders in Special Transactions (“MI 61-101”). The
Company anticipates relying on the exemptions from the formal
valuation and minority approval requirements in Sections 5.5.(a)
and 5.7(1)(a) of MI 61-101, on the basis that the fair market value
of the transactions does not exceed 25% of the Company’s market
capitalization.
Additionally, the Company would like to announce
the issuance of 50,000 Shares, with an additional 200,000 Shares to
be issued at 50,000 Shares per annum over the following four years,
pursuant to the terms of the Company’s exploration activity
agreement dated August 22, 2012, as amended on November 6, 2014 and
December 18, 2018 (the “Agreement”) with
NunatuKavut Community Council, subject to receipt of all necessary
corporate and regulatory approvals, including the approval of the
TSXV.
About Search Minerals Inc.
Led by a proven management team and board of
directors, Search is focused on finding and developing Critical
Rare Earths Elements (CREE), Zirconium (Zr) and Hafnium (Hf)
resources within the emerging Port Hope Simpson – St. Lewis CREE
District of South East Labrador. The Company controls a belt 63 km
long and 2 km wide and is road accessible, on tidewater, and
located within 3 local communities. Search has completed a
preliminary economic assessment report for
FOXTROT, and a resource estimate for DEEP
FOX. Search is also working on three exploration prospects
along the belt which include: FOX MEADOW, SILVER
FOX and AWESOME FOX.
Search has continued to optimize our patented
Direct Extraction Process technology with generous support from the
Department of Tourism, Culture, Industry and Innovation, Government
of Newfoundland and Labrador,(“InnovateNL”) and
from the Atlantic Canada Opportunity Agency
(“ACOA”). We have completed two pilot plant
operations and produced highly purified mixed rare earth carbonate
concentrate and mixed REO concentrate for separation and refining.
For more information about Search, visit www.searchminerals.ca.
For further information, please contact:
Greg AndrewsPresident and CEOTel: 604-998-3432E-mail:
info@searchminerals.ca
Neither the 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.
Cautionary Note Regarding
Forward-Looking Statements: This news release includes
certain forward-looking statements and forward-looking information
(together, “forward-looking statements”). All statements other than
statements of historical fact included in this release, including,
without limitation, statements regarding the Offerings, the use of
proceeds from each of the Offerings, the issuance of the Shares
under the Agreement, other future plans and objectives of the
Company are forward-looking statements. There can be no assurance
that such statements will prove to be accurate and actual results
and future events may vary from those anticipated in such
statements. Important risk factors that could cause actual results
to differ materially from the Company's plans or expectations
include failure to obtain TSX Venture Exchange acceptance of the
Unit Offering, FT Offering and/or the issuance of Shares under the
Agreement, inability to use of proceeds from each of the Offerings
as expected, failure to raise sufficient funds on the proposed
terms or at all, and risks associated with mineral exploration,
including the risk that actual results and timing of exploration
and development will be different from those expected by
management. The forward-looking statements in this news release
were developed based on the assumptions and expectations of
management, including that TSX Venture Exchange acceptance for the
Unit Offering, the FT Offering and the issuance of Shares under the
Agreement will be obtained, the Company will be able to use the
proceeds from each of the Offerings as anticipated, required
fundraising will be completed, as well as the other assumptions
disclosed in this news release and that the risks described above
will not materialize. The Company expressly disclaims any intention
or obligation to update or revise any forward-looking statements
whether as a result of new information, future events or otherwise,
except as otherwise required by applicable securities
legislation.
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