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TSX.V – FPC
Falco Resources Ltd. (TSXV: FPC,OTC:FPRGF) (‘Falco’ or the ‘Corporation’) is pleased to announce the closing of its previously announced bought deal private placement (the ‘Offering’) with a syndicate of underwriters led by Cantor Fitzgerald Canada Corporation, acting as lead agent and sole bookrunner, and including BMO Nesbitt Burns Inc., National Bank Financial Inc. and Canaccord Genuity Corp. (collectively, the ‘Underwriters’). Pursuant to the Offering, Falco has issued an aggregate of 41,005,000 units of the Corporation (the ‘Units’) at a price of $0.32 per Unit, for aggregate gross proceeds of $13,121,600.
Each Unit consists of one common share (each, a ‘Common Share‘) of the Corporation and one-half of one common share purchase warrant (each whole warrant, a ‘Warrant‘). Each Warrant is exercisable to acquire one Common Share at a price of C$0.46 at any time on or before April 17, 2027.
The Corporation intends to use the net proceeds from the sale of Units for the advancement of the Horne 5 Project and for working capital and general corporate purposes.
In connection with the closing of the Offering, the Underwriters received an aggregate cash fee equal to $787,296.
All Common Shares and Warrants issued pursuant to the Offering are subject to a hold period of four months plus one day from the date of issuance of such securities under applicable securities laws in Canada.
Related parties of the Corporation, including Osisko Development Corp. and certain directors and officers of the Corporation, subscribed for an aggregate of 7,455,000 Units such that the Offering constitutes a ‘related party transaction’ within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (‘MI 61-101‘). The Corporation is relying on exemptions from the formal valuation requirements of MI 61-101 pursuant to section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(a) in respect of such related party participation as the fair market value of the transaction, insofar as it involves interested parties, does not exceed 25% of the Corporation’s market capitalization. Additional information with respect thereto will be published in a material change report to be filed by the Corporation following the closing of the Offering. The Corporation did not file the material change report 21 days prior to closing of the Offering, as the related parties’ participation had not been confirmed at that time and the Corporation wished to close the transaction as soon as practicable for sound business reasons.
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 the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements thereunder.
About Falco
Falco is one of the largest mineral claim holders in the province of Québec, with an extensive portfolio of properties in the Abitibi-Témiscamingue greenstone belt. Falco holds rights to approximately 67,000 hectares of land in the Noranda Mining Camp, which represents 67% of the camp as a whole and includes 13 former gold and base metal mining sites. Falco’s main asset is the Horne 5 project located beneath the former Horne mine, which was operated by Noranda from 1927 to 1976 and produced 11.6 million ounces of gold and 2.5 billion pounds of copper. Osisko Development Corp. is Falco’s largest shareholder, with a 16% interest in the Corporation.
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 press release.
Cautionary Statement on Forward-Looking Information
This news release contains forward-looking statements and forward-looking information (together, ‘forward looking statements’) within the meaning of applicable securities laws. Often, but not always, forward-looking statements can be identified by words such as ‘plans’, ‘expects’, ‘seeks’, ‘may’, ‘should’, ‘could’, ‘will’, ‘budget’, ‘scheduled’, ‘estimates’, ‘forecasts’, ‘intends’, ‘anticipates’, ‘believes’, or variations including negative variations thereof of such words and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved. These statements are made as of the date of this news release. Forward-looking statements in this press release include, without limitation, the use of proceeds of the Offering. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the risk factors set out in Falco’s annual and/or quarterly management discussion and analysis and in other of its public disclosure documents filed on SEDAR+ at www.sedarplus.ca, as well as all assumptions regarding the foregoing. Although the Corporation believes the forward-looking statements in this news release are reasonable, it can give no assurance that the expectations and assumptions in such statements will prove to be correct. Consequently, the Corporation cautions investors that any forward-looking statements by the Corporation are not guarantees of future results or performance and that actual results may differ materially from those in forward-looking statements.
SOURCE Falco Resources Ltd.
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