/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES/
ROUYN-NORANDA, QC, June 9, 2023
/CNW/ - Fokus Mining Corporation ("Fokus" or the
"Company") (TSXV: FKM) (OTCQB: FKMCF) (FSE: F7E1) is pleased
to announce that it has held a first closing of a non-brokered
private placement in which it issued 3,065,000 units (the
"Units") at a price of $0.08
per Unit, for aggregate gross proceeds to Fokus of $245,200, and 985,000 "flow-through" units (the
"FT Units") at a price of $0.10 per FT Unit, for aggregate gross proceeds
to Fokus of $98,500. Each of the
Units is comprised of one common share and one common share
purchase warrant (the "Unit Warrants") and each of the
FT Units is comprised of one common share and one-half of a common
share purchase warrant (the "FT Unit Warrants", and together
with the Unit Warrants, the "Warrants"). Each Unit Warrant
entitles its holder to acquire one additional common share of Fokus
at a price of $0.12 for a period of
three years from the closing date and Each FT Unit Warrant entitles
its holder to acquire one additional common share of Fokus at a
price of $0.12 for a period of two
years from the closing date. Fokus intends to use the proceeds from
the FT Units for exploration of its Galloway property located in the Province of
Québec and the proceeds from the Units for working capital
purposes.
Additional closings of the private placement may be held until
July 24, 2023, subject to a maximum
of 3,185,000 Units at a price of $0.08 per Unit and a maximum of 4,015,000
FT Units at a price of $0.10 per
FT Unit to subscribers in Québec, for total maximum gross proceeds
of $656,300.
Two officers and directors of the Company (collectively, the
"Insiders") purchased indirectly, an aggregate of 340,000
Units for a total consideration of $27,200, as follows: (i) 4470524 Canada Inc., a
company controlled by Jean
Rainville, the President, Chief Executive Officer and a
director of the Company, purchased 40,000 Units at a price of
$0.08 per Unit (representing 0,04% of
the issued and outstanding common shares of the Company following
the closing of the private placement); and (ii) 6988024 Canada
Inc, a company controlled by Sylvain
Champagne, the Chief Financial Officer and a director of the
Company, purchased 300,000 Units at a price $0.08 per Unit (representing 0,29% of the issued
and outstanding common shares of the Company following the closing
of the private placement).
Immediately after the closing of the private placement,
(i) Mr. Rainville owned, directly and indirectly, 729,000
common shares, 315,000 common share purchase warrants and 975,000
stock options of the Company; and (ii) Mr. Champagne owned,
directly and indirectly, or exercise control over 2,323,286 common
shares, 905,643 common share purchase warrants and 960,000 stock
options of the Company.
Each of the Insiders is considered a "related party" and an
"insider" of the Company for the purposes of applicable securities
laws and stock exchange rules. The subscription and issuance of
Units to each of the Insiders constitute a related party
transaction, but is exempt from the formal valuation and minority
approval requirements of Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special
Transactions ("MI 61-101") as the Company' securities
are not listed on any stock exchange identified in Section 5.5(b)
of MI 61-101 and neither the fair market value of the Units
issued to each of the Insiders, nor the fair market value of the
entire private placement, exceeds 25% of the Company's market
capitalization. The Company did not file a material change report
with respect to the participation of the Insiders at least 21 days
prior to the closing of the private placement as the Insiders
participation was not determined at that time.
Messrs. Rainville and Champagne, each of whom is a director of
the Company (collectively, the "Non-Independent Directors"),
have disclosed their interest to the Board of the Directors of the
Company pursuant to Section 120 of the Canada Business
Corporations Act to the effect that they may participate in the
private placement and subscribe to Units and/or FT Units. The terms
of the private placement and the agreements relating thereto were
submitted to and unanimously approved by way of a resolution
adopted by all the directors of the Company other than the
Non-Independent Directors. The Non-Independent Directors did not
vote on the resolution to approve the private placement and the
agreements relating thereto. The remaining directors determined
that the private placement was in the best interest of the
Company.
As a result of the first closing of the private placement, there
are 104,518,793 common shares of Fokus issued and outstanding.
Under applicable securities legislation, the securities issued in
the private placement are subject to a four-month hold period,
expiring on October 10, 2023.
About Fokus
Fokus Mining Corporation is a mineral resource company actively
acquiring and exploring precious metal deposits located in the
province of Québec, Canada. In
implementing this major undertaking within the Canadian mining
industry, we are determined to unlock the secret of the
Galloway gold project.
The Galloway project covers an
area of 2865.54 hectares and is located just north of the
Cadillac-Larder Lake deformation
which extends laterally for more than 100 km. Numerous gold
deposits are related to that structure and its subsidiaries. The
current work focuses on a small western portion of the mineral
claims where several mineral occurrences have been identified. For
more information, visit our website: fokusmining.com.
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 the release.
Related Links
http://fokusmining.com/
Caution Regarding Forward-Looking
Statements
This news release contains statements that may constitute
"forward-looking information" within the meaning of applicable
Canadian securities legislation. Forward-looking information may
include, among others, statements regarding the future plans,
costs, objectives or performance of the Company, or the assumptions
underlying any of the foregoing. In this news release, words such
as "may", "would", "could", "will", "likely", "believe", "expect",
"anticipate", "intend", "plan", "estimate" and similar words and
the negative form thereof are used to identify forward-looking
statements. Forward-looking statements should not be read as
guarantees of future performance or results, and will not
necessarily be accurate indications of whether, or the times at or
by which, such future performance will be achieved. No assurance
can be given that any events anticipated by the forward-looking
information will transpire or occur, including additional closings
of the private placement or the result of, or benefits the Company
will obtained, if any, from any exploration works conducted on its
Galloway property.
Forward-looking information is based on information available at
the time and/or management's good-faith belief with respect to
future events and are subject to known or unknown risks,
uncertainties, assumptions and other unpredictable factors, many of
which are beyond the Company's control. These risks, uncertainties
and assumptions include, but are not limited to, those described
under "Risk and Uncertainties" and "Financial Risk Management
Objectives and Policies" in the Company's Annual Report for the
fiscal year ended December 31, 2022,
a copy of which is available on SEDAR at www.sedar.com, and could
cause actual events or results to differ materially from those
projected in any forward-looking statements. The Company does not
intend, nor does the Company undertake any obligation, to update or
revise any forward-looking information contained in this news
release to reflect subsequent information, events or circumstances
or otherwise, except if required by applicable laws.
SOURCE Fokus Mining Corporation