Search Minerals Announces Non-Brokered Private Placement Financings
The financings consist of a non-brokered charity flow-through unit private placement through an arrangement with Wealth Creation Preservation & Donation Inc. of up to 1,487,694 units (the " FT Units ") at a price of $0.50 per FT Unit for gross proceeds of up to $743,847 (the " FT Financing "), and a non-brokered hard-dollar private placement of up to 1,000,000 common shares (the " Offered Shares ") at a price of $0.25 per Offered Share for gross proceeds of up to $250,000 (the " Share Financing " and together with the FT Financing, the " Financings "). Each FT Unit will consist of one flow-through common share (a " FT Share ") and one-half of one transferable non-flow-through common share purchase warrant (each whole warrant, a " Warrant "). Each Warrant will be exercisable to acquire one non-flow-through common share of the Company at an exercise price of $0.65 for a period of 24 months following the date of issuance.
The gross proceeds from the FT Financing will be used by the Company 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 to the Company's Foxtrot and Deep Fox projects in Labrador. The Company also intends that such expenses incurred will be eligible for the Critical Mineral Exploration Tax Credit. The net proceeds from the Share Financing will be used by the Company for working capital and general corporate purposes.
The Financings are subject to the receipt of all necessary regulatory and other approvals, including, but not limited to, acceptance of the TSX Venture Exchange. There can be no assurance that the Financings will be completed, whether in whole or in part.
The FT Shares and Warrants comprising the FT Units and the Offered Shares, as well as the common shares issuable on exercise of the Warrants, will be subject to a hold period of four months and one day from the closing date of the applicable Financings in accordance with applicable securities laws.
The securities to be issued pursuant to the Financings have not been, and will not be, registered under the United States 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 absent registration or an available exemption from the registration requirement 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, such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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