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Talmora Announces Closing of Non-Brokered Private Placement31.08.2023 | 13:30 Uhr | GlobeNewswire
TORONTO, Aug. 31, 2023 - Talmora Diamond Inc. ("Talmora" or the "Company") (CSE:TAI), is pleased to announce it has closed its previously announced non-brokered private placement offering of 8,700,000 units (the "HD Units") at a price of $0.025 per HD Unit and 1,533,333 flow-through units (the "FT Units" and together with the HD Units, the "Offered Securities") at a price of $0.03 per FT Unit for aggregate gross proceeds of $263,500 (the "Offering"). Each HD Unit is comprised of one (1) common share in the capital of the Company (a "Common Share") issued on a non-flow-through basis and one Common Share purchase warrant (a "Warrant"). Each FT Unit is comprised of one (1) Common Share qualifying as a "flow-through share" as defined in subsection 66(15) of the Tax Act and one Warrant. Each Warrant entitles the holder thereof to acquire one (1) Common Share (a "Warrant Share") at a price of $0.05 per Warrant Share for a period of twelve (12) months following the closing date of the Offering. The net proceeds from the issue and sale of the HD Units will be used for exploration of the Company's mineral properties in the Northwest Territories, Canada, and for general corporate purposes. The Company will use an amount equal to the gross proceeds from the sale of the FT Units to incur eligible "Canadian exploration expenses" that qualify as "flow-through mining expenditures" (as both terms are defined in the Income Tax Act (Canada)) related the Company's properties located in the Northwest Territories, Canada (the "Qualifying Expenditures"), on or before December 31, 2024, and to renounce all the Qualifying Expenditures in favour of the subscribers of the FT Units effective on or before December 31, 2023. All securities issued in connection with the Offering are subject to a hold period of four months and one day from the closing date, in accordance with applicable Canadian securities laws. Raymond Davies, President, Chief Executive Officer and a Director of the Company, acquired 6,400,000 HD Units and 1,533,333 FT Units under the Offering. Such participation will be considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the minority shareholder approval and formal valuation requirements applicable to the related-party transactions under sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as neither the fair market value of the Offered Securities acquired by Mr. Davies nor the consideration paid by Mr. Davies exceeds 25% of the Company's market capitalization. Immediately prior to the closing of the Offering, Mr. Davies had ownership and control, directly and indirectly, of 28,598,866 Common Shares, representing approximately 38.04% of the issued and outstanding Common Shares on a non-diluted basis, and 31,098,866 Common Shares representing approximately 40.03% of the issued and outstanding Common Shares on a partially diluted basis (assuming the 2,500,000 options of the Company held by Mr. Davies). As a result of Mr. Davies' acquisition of 6,400,000 HD Units and 1,533,333 FT Units under the Offering, Mr. Davies has ownership and control, directly and indirectly, of 36,332,199 Common Shares, representing approximately 42.54% of the issued and outstanding Common Shares on a non-diluted basis, and 46,565,532 Common Shares representing approximately 48.68% of the issued and outstanding Common Shares on a partially diluted basis (assuming the exercise of 7,733,333 common share purchase warrants of the Company and 2,500,000 options of the Company). Mr. Davies will review his holdings in the Company on a continuing basis, and, depending upon such factors that Mr. Davies may, from time to time, deem relevant, Mr. Davies may increase or decrease his position as future circumstances may dictate. This News Release is issued pursuant to National Instrument 62-103 - Early Warning System and Related Takeover Bids and Insider Reporting Issues of the Canadian Securities Administrators, which also requires an early warning report to be filed with the applicable securities regulators containing additional information with respect to the foregoing matters. Such early warning report dated August 31, 2023 has been filed on SEDAR+ at www.sedarplus.ca under the Company's SEDAR+ profile. To obtain a copy of the early warning report, please contact Mr. Davies, 416-491-6771, rayal.davies@sympatico.ca or obtain a copy from SEDAR+ under the Company's profile. The securities issued under the Offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and were not to be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news 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. For further information please contact: Raymond Davies, President & CEO Talmora Diamond Inc. Email: rayal.davies@sympatico.ca Telephone 416-491-6771 CAUTIONARY STATEMENT Dieser Artikel stammt von Rohstoff-Welt.de
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