/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
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TSXV - FPC
MONTRÉAL, Dec. 20,
2024 /CNW/ - Falco Resources Ltd. (TSXV: FPC)
("Falco" or the "Corporation") is pleased to announce
the closing of its previously announced "best efforts" brokered
private placement (the "Offering") with Cantor Fitzgerald
Canada Corporation, acting as sole agent and sole bookrunner (the
"Agent"). Pursuant to the Offering,
Falco has issued an aggregate of 24,000,000 units of
the Corporation (the "Units") at a price of C$0.25 per Unit, for aggregate gross proceeds of
C$6,000,000.
Each Unit consists of one common share (each, a "Common
Share") of the Corporation and one common share purchase
warrant (each, a "Warrant"). Each Warrant is
exercisable to acquire one Common Share at
a price of C$0.35 at any time on or
before that date which is 60 months after the closing date of the
Offering.
The Corporation intends to use the net proceeds from the sale of
Units for the advancement of the Horne 5 Project and for working
capital and general corporate purposes.
In connection with the closing of the Offering, the Corporation
paid the Agent a cash commission totaling C$324,000 and has issued the Agent
1,152,000 non-transferrable compensation warrants (each, a
"Broker Warrant"). Each Broker Warrant entitles the Agent to
purchase one Common Share of the Corporation at an exercise price
of C$0.25 per Broker Warrant at any
time for a term of 24 months following the date of issuance.
All
Common Shares and Warrants issued pursuant to the Offering
are subject to a hold period of four months plus one day
from the date of issuance of such securities under applicable
securities laws in Canada.
A related party of the Corporation subscribed for 1,790,000
Units under the Offering. A transaction with a related party of the
Corporation constitutes a "related party transaction" within the
meaning of Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions
("MI 61-101"). The Corporation
is relying on exemptions from the formal valuation requirements of
MI 61-101 pursuant to section 5.5(a) and the minority shareholder
approval requirements of MI 61-101 pursuant to section 5.7(1)(a) in
respect of such related party participation as the fair market
value of the transaction, insofar as it involves interested
parties, does not exceed 25% of the Corporation's market
capitalization. The Corporation did not file a material change
report 21 days prior to closing of the Offering, as the related
party's participation had not been confirmed at that time and the
Company wished to close the transaction as soon as practicable for
sound business reasons.
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 the United States or
in any other jurisdiction in which such offer, solicitation or sale
would be unlawful. The securities have not been registered under
the U.S. 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 thereunder.
About Falco
Falco Resources Ltd. is one of the largest mineral claim holders
in the Province of Québec, with extensive land holdings in the
Abitibi Greenstone Belt. Falco owns approximately 67,000 hectares
of land in the Noranda Mining Camp, which represents 67% of the
entire camp and includes 13 former gold and base metal mine sites.
Falco's principal asset is the Horne 5 Project located under the
former Horne mine that was operated by Noranda from 1927 to 1976
and produced 11.6 million ounces of gold and 2.5 billion pounds of
copper. Osisko Development Corp. is Falco's largest shareholder
owning a 16% interest in the Corporation.
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 this press release.
Cautionary Statement on Forward-Looking Information
This news release contains forward-looking statements and
forward-looking information (together, "forward-looking
statements") within the meaning of applicable Canadian securities
laws, which may include, but is not limited to, statements with
respect to anticipated business plans or
strategies. Statements, other than statements of historical facts,
may be forward-looking statements. Often, but not
always, forward-looking statements can be identified by words such
as "plans", "expects", "seeks", "may", "should", "could", "will",
"budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates", "believes", or variations including negative
variations thereof of such words and phrases that refer to certain
actions, events or results that may, could, would, might or will
occur or be taken or achieved. Without limiting the
generality of the foregoing statements, the proposed use of the proceeds
of the Offering is a forward-looking statement. Forward-looking
statements involve known and unknown risks, uncertainties and other
factors which may cause the actual plans, results, performance or
achievements of Falco to differ materially from any future plans,
results, performance or achievements expressed or implied by the
forward-looking statements. These risk and uncertainties include,
but are not limited to, the risk factors set out in
Falco's annual and/or quarterly management discussion and analysis and in other of its public
disclosure documents filed on SEDAR+ at
www.sedarplus.ca, as well as all assumptions
regarding the foregoing. Although Falco believes that the
assumptions and factors used in preparing the forward-looking
statements are reasonable, undue reliance should not be placed on
these
statements, which only apply as of the date of this news release, and no assurance can be given
that such events will occur in the disclosed time frames or at all.
Except where required by applicable law, Falco disclaims any
intention or obligation to update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise.
SOURCE Falco Resources Ltd.
