21C Metals Announces $2 Million Private Placement
18 March 2019 - 11:00PM
NOT FOR DISTRIBUTION TO UNITED STATES
NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES
21C Metals Inc. (“21C” or the “Company”) (CSE: BULL)
(FRA: DCR1) (OTCQB: DCNNF) is pleased to announce that it
has entered into a letter of engagement with Eight Capital, under
which Eight Capital, acting as agent for the Company, has agreed to
offer for sale units of the Company (the “
Units”)
on a “best efforts” private placement basis, subject to all
required regulatory approvals, at a price per Unit of $0.18 (the
“
Issue Price”) for total gross proceeds of
up $2,000,016.
Each Unit shall consist of one common share of
the Company (a “Share”) and one common share
purchase warrant (a “Warrant”). Each Warrant shall
entitle the holder thereof to acquire one Share at a price of $0.30
for a period of 24 months following the Closing Date. If, following
the closing of the Offering, the volume weighted average price of
the Common Shares on the Canadian Securities Exchange is equal to
or greater than $0.40 for any 10 consecutive trading days, the
Company may, upon providing written notice to the holders of
Warrants, accelerate the expiry date of the Warrants to the date
that is 30 days following the date of such written notice.
The Company has granted Eight Capital an
over-allotment option to purchase up to an additional 11,111,200
Units at the Offering Price, exercisable in whole or in part, at
any time on or prior to 48 hours prior to the closing of the
Offering. If this option is exercised in full, an additional
$2,000,016 will be raised pursuant to the Offering and the
aggregate proceeds of the Offering will be up to approximately
$4,000,032.
The Company intends to use the proceeds from the
offering to commence exploration work on the company's East Bull
palladium and Tisova cobalt properties and for general working
capital.
The closing date of the Offering is scheduled to
be on or about April 12, 2019 and is subject to certain conditions
including, but not limited to, the receipt of all necessary
approvals, including the approval of the Canadian Securities
Exchange and the applicable securities regulatory authorities.
As consideration for its services, Eight Capital
will receive a cash commission equal to 7% of the gross proceeds of
the Offering. The Company will also issue to Eight Capital
compensation warrants in an amount equal to 7% of the number of
Units sold pursuant to the Offering. Each compensation warrant will
exercisable to purchase one Unit at the Issue Price, for a period
of 24 months.
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 any State in which such offer,
solicitation or sale would be unlawful. The securities being
offered have not been, nor will they be, registered under the
United States 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 of the
United States Securities Act of 1933, as amended, and applicable
state securities laws.
On behalf of the Board of Directors
Wayne Tisdale, President & Director
The Canadian Securities Exchange has not
reviewed and does not accept responsibility for the adequacy or
accuracy of the content of this news release.
No securities regulatory authority has either
approved or disapproved of the contents of this news release. The
securities being offered 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 state securities laws, and may not
be offered or sold in the United States, or to, or for the account
or benefit of, a "U.S. person" (as defined in Regulation S of the
U.S. Securities Act) unless pursuant to an exemption therefrom.
This press release is for information purposes only and does not
constitute an offer to sell or a solicitation of an offer to buy
any securities of the Company in any jurisdiction.
FORWARD LOOKING INFORMATION
This press release contains forward-looking
information based on current expectations, including the completion
of the Offering. These statements should not be read as guarantees
of future performance or results. Such statements involve known and
unknown risks, uncertainties and other factors that may cause
actual results, performance or achievements to be materially
different from those implied by such statements. Although such
statements are based on management's reasonable assumptions, 21C
assumes no responsibility to update or revise forward-looking
information to reflect new events or circumstances unless required
by law.
Although the Company believes that the
expectations and assumptions on which the forward-looking
statements are based are reasonable, undue reliance should not be
placed on the forward-looking statements because the Company can
give no assurance that they will prove to be correct. Since
forward-looking statements address future events and conditions, by
their very nature they involve inherent risks and uncertainties.
These statements speak only as of the date of this press release.
Actual results could differ materially from those currently
anticipated due to several factors and risks including various risk
factors discussed in the Company's disclosure documents which can
be found under the Company's profile on www.sedar.com.
This press release contains "forward-looking
statements" within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E the Securities Exchange Act of
1934, as amended and such forward-looking statements are made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. The CSE has neither reviewed nor
approved the contents of this press release.
FOR FURTHER INFORMATION PLEASE CONTACT:
21C Metals Inc.Wayne Tisdale, President and CEO
T: (604) 639-4455
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