|
Fabled Silver Gold Announces Closing of $6.9 Million Private Placement in Connection with the Proposed Spin-Out of Copper Assets19.08.2021 | 11:40 Uhr | Accesswire
VANCOUVER, August 19, 2021 - Fabled Silver Gold Corp. (TSXV:FCO)(OTCQB:FBSGF) (FSE:7NQ) ('Fabled' or the 'Company'), is pleased to announce that it has closed its previously announced brokered private placement offering (the 'Offering') for aggregate gross proceeds of $6.9 million, including the full exercise of the over-allotment option, in connection with the proposed spin out of its interest in the Muskwa copper project in northern British Columbia (the 'Muskwa Project') by distributing the shares the Company holds in its wholly owned subsidiary Fabled Copper Corp. ('Fabled Copper') to the shareholders of the Company through a statutory plan of arrangement currently anticipated to be on the basis of one Fabled Copper share for every five common shares of Fabled held (the 'Spin-Out Transaction'). The Offering was conducted by Research Capital Corporation as sole agent and sole bookrunner (the 'Agent').
During the period commencing on the date hereof and ending on the earlier of the time of satisfaction of the Escrow Release Conditions and the Termination Time (as defined below), Fabled Copper may use (and the escrow agent will be authorized to release to Fabled Copper) up to 15% of the Escrowed Proceeds for expenses related to the Spin-Out Transaction (the 'Early Release Escrowed Proceeds'). If (i) the Escrow Release Conditions are not satisfied or waived on or prior to 5:00 p.m. (Toronto time) on the date that is 120 days following the date hereof (or such later date as the Agent may consent in writing), (ii) the Spin-Out Transaction is terminated in accordance with its terms; or (iii) the Company has advised the Agent or the public that it does not intend to proceed with the Spin-Out Transaction (in each case, the earliest of such times being the 'Termination Time'), the Company and Fabled Copper will be jointly and severally responsible to refund the gross proceeds of the Offering (including the amount of the Agent's fee, the Agent's expenses and the Early Release Escrowed Proceeds) without penalty or deduction to the subscribers of the Offering, such that it would be the Company's and Fabled Copper's responsibility to return the full amount of the gross proceeds of the Offering to the holders of Subscription Receipts, together with such holders' pro rata portion of the interest earned thereon, if any (the 'Required Refund'). If the Escrow Release Conditions are not satisfied prior to the Termination Time and the Company and Fabled Copper do not have (and cannot, using all commercially reasonable efforts, obtain financing to have) all of the funds required to provide the escrow agent with the balance of the Required Refund, the Company will have the right to satisfy any shortfall in the balance of the Required Refund payable to the holders of Conventional Unit Subscription Receipts (being the portion of the proceeds of the Offering not initially included in the Escrowed Proceeds plus any further amount of the Escrowed Proceeds released to the Company in connection with the Early Release Escrowed Proceeds) by issuing to the holders of the Conventional Unit Subscription Receipts (pro rata, based on their respective holdings of Conventional Unit Subscription Receipts) common shares of the Company at a deemed issue price per common share of 90% of the 20 day volume weighted average price per common share as of the Termination Time. Fabled Copper is seeking the necessary approvals to list the Common Shares comprised in the Conventional Units and FT Units, the Warrant Shares and the Common Shares issuable upon exercise of the Agent's compensation options (as described below) for trading on the Exchange. In connection with the completion of the Offering, Fabled Copper paid to the Agent a cash agency fee equal to 8.0% of the aggregate gross proceeds arising from the Offering (including the Over-Allotment Option). The Agent was also issued broker warrants equal to 8.0% of the number of Conventional Unit Subscription Receipts and Flow-Through Unit Subscription Receipts sold under the Offering (the 'Broker Warrants'). Each Broker Warrant is exercisable to acquire one Conventional Unit at an exercise price of $0.05 per Conventional Unit for a period of 24 months following the date the Common Shares are listed for trading on the Exchange. About Fabled Silver Gold Corp. The Company is focused on acquiring, exploring and operating properties that yield near-term metal production. The Company has an experienced management team with multiple years of involvement in mining and exploration in Mexico. The Company's mandate is to focus on acquiring precious metal properties in Mexico with blue-sky exploration potential. The Company has entered into an agreement with Golden Minerals Company (NYSE American and TSX: AUMN) to acquire the Santa Maria Property, a high-grade silver-gold property situated in the center of the Mexican epithermal silver-gold belt. The belt has been recognized as a significant metallogenic province, which has reportedly produced more silver than any other equivalent area in the world. About Fabled Copper Corp. Fabled Copper is a wholly owned subsidiary of the Company whose primary interest is in exploring the Muskwa copper property located in Northern British Columbia. The Company is in the process of spinning out Fabled Copper by distributing the shares it holds in Fabled Copper to the shareholders of the Company through a statutory plan of arrangement. Concurrently Fabled Copper is applying to list its common shares on the Exchange following completion of the Spin Out Transaction. Mr. Peter J. Hawley, President and C.E.O., Fabled Silver Gold Corp. Phone: (819) 316-0919 / peter@fabledfco.com For further information please contact: Fabled Silver Gold Corp. info@fabledfco.com Cautionary Statement Regarding Forward Looking Information: Certain statements contained in this news release constitute 'forward-looking information' as such term is used in applicable Canadian securities laws. Forward-looking information is based on plans, expectations and estimates of management at the date the information is provided and is subject to certain factors and assumptions, including, that the Company's financial condition and development plans do not change as a result of unforeseen events and that the Company obtains any required regulatory approvals. Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Some of the risks and other factors that could cause results to differ materially from those expressed in the forward-looking statements include, but are not limited to: impacts from the coronavirus or other epidemics, general economic conditions in Canada, the United States and globally; industry conditions, including fluctuations in commodity prices; governmental regulation of the mining industry, including environmental regulation; geological, technical and drilling problems; unanticipated operating events; competition for and/or inability to retain drilling rigs and other services; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility; volatility in market prices for commodities; liabilities inherent in mining operations; changes in tax laws and incentive programs relating to the mining industry; as well as the other risks and uncertainties applicable to the Company as set forth in the Company's continuous disclosure filings filed under the Company's profile at www.sedar.com. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law. NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES SOURCE: Fabled Silver Gold Corp. Dieser Artikel stammt von Rohstoff-Welt.de
Die URL für diesen Artikel ist: http://www.rohstoff-welt.de/news/artikel.php?sid=301949
© 2007 - 2024 Rohstoff-Welt.de ist ein Mitglied der GoldSeiten Mediengruppe
Es wird keinerlei Haftung für die Richtigkeit der Angaben übernommen! Alle Angaben ohne Gewähr! Kursdaten: Data Supplied by BSB-Software.de (mind. 15 min zeitverzögert) Werbung | Mediadaten | Kontakt | AGB | Impressum | Datenschutz |