/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO
UNITED STATES NEWSWIRE SERVICE OR
FOR DISTRIBUTION IN THE UNITED
STATES/
VANCOUVER, BC, April 16, 2021 /CNW/ - QuestEx Gold &
Copper Ltd. (TSXV: QEX) ("QuestEx" or the
"Company") is pleased to announce that it has completed a
non-brokered private placement totaling 9,063,014 flow-through
common shares ("FT Shares") at a price of $0.83 per FT Share and 5,980,198 non flow-through
common shares ("NFT Shares") at a price of $0.60 per NFT Share for gross proceeds of
$11,110,420 (the
"Offering").
Joe Mullin, QuestEx's CEO
comments: "We would like to thank our largest shareholder,
Newmont, and new strategic investors Skeena Resources and an
investment group led by Adam Lundin,
for their support in this financing. QuestEx has large land
packages in some of British
Columbia's most important mining and exploration camps, the
Golden Triangle, and Toodoggone district. With the closing of this
financing, we now have the financial resources necessary to conduct
the kind of consequential exploration on those properties that we
believe will considerably enhance value for our shareholders."
Skeena Resources Limited ("Skeena") acquired a total of
5,547,142 common shares under the Offering, representing 14.01% of
QuestEx on a non-diluted basis. Under an investor rights
agreement with Skeena, Skeena will have the right to maintain its
pro-rata ownership percentage in QuestEx in future financings. This
right will entitle, but not obligate Skeena to participate in any
future equity financings by QuestEx to the extent necessary for
Skeena to maintain its percentage equity interest in QuestEx and
increase such interest up to a maximum 19.99% in the issued and
outstanding common shares of QuestEx, on a non-diluted basis.
Skeena also has the right to appoint one director to the QuestEx
board of directors.
Newmont Corporation ("Newmont") acquired a total of
2,425,790 common shares under the Offering to maintain its 16.13%
equity ownership interest in QuestEx on a non-diluted basis under
its investor rights agreement with QuestEx.
Certain arm's length finders and financial advisors were paid
cash fees totaling $282,800 and
issued an aggregate of 253,000 warrants with each warrant entitling
the holder to purchase one common share of the Company at a price
of $0.75 per share until April 15, 2023. The Offering remains
subject to final approval of the TSX Venture Exchange and all
securities issued in the Offering are subject to a statutory hold
period of four months and a day from the closing date of the
Offering.
Fort Capital Partners acted as financial advisor to the Company
with respect to portions of the Offering and received advisory fees
and warrants included in the totals above.
The gross proceeds from the issuance of FT shares will be used
by the Company to incur eligible Canadian exploration expenses
("CEE") that will qualify as flow-through mining
expenditures as such terms are defined in the Income Tax Act
(Canada) related to the Company's
projects in British Columbia. The
Company will renounce such CEE with an effective date of no later
than December 31, 2021, with CEE to
be incurred prior to December 31,
2022. The net proceeds from the issuance of NFT shares will
be used for working capital and general corporate purposes.
QuestEx's 2021 exploration plans are advancing well. The
technical team has spent the last year prioritizing targets while
analyzing a large database of historical data from the Company's
property portfolio. QuestEx's exploration plans include
approximately 6,000 metres of drilling on high-priority gold and
copper targets. On the KSP property, drilling will focus on the
Inel gold prospect where QuestEx has announced its intention to
produce a maiden gold resource by the end of 2021 (see news release
dated January 19, 2021).
In addition to Newmont's participation in the Offering, Officers
and Directors of the Company subscribed for a total of 33,733 FT
Shares and 84,532 NFT Shares. This participation is considered a
"related party transaction" as defined under Multilateral
Instrument 61-101 ("MI 61-101"). The transactions are exempt
from the formal valuation and minority shareholder approval
requirements of MI 61-101 as neither the fair market value of the
securities to be distributed in the Offering nor the consideration
to be received for those securities, in so far as the Offering
involves the Insiders, exceeds 25% of the Company's market
capitalization.
Stock Option Grant
QuestEx further announces that in
accordance with the terms of its 10% rolling Stock Option Plan, it
has granted 1,235,000 stock options, subject to regulatory
approval, to Directors, Officers, employees and consultants of the
Company. Each stock option is exercisable into one common share of
the Company at an exercise price of $0.96 per share with an expiry of April 15, 2026, subject to certain vesting
requirements.
This news release does not constitute an offer to sell or a
solicitation of an offer to sell any of the securities in
the United States. The securities
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 within the United States or
to U.S. Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
We seek safe harbor.
About QuestEx
QuestEx Gold &
Copper Ltd. is exploring for high-grade gold and copper with a
focus on the Golden Triangle and Toodoggone areas of British Columbia. The property portfolio
includes the Company's flagship Castle property, a porphyry
copper-gold project located in the Red Chris mining district of the
Golden Triangle neighbouring GT Gold's Tatogga property, and
Newcrest Mining's GJ property. Other properties include KSP, North
ROK, Coyote, and Kingpin in the Golden Triangle, Sofia in the Toodoggone district, and Heart
Peaks and Hit in other strategic districts within British Columbia. These assets are being
advanced by a newly assembled technical and management team with
experience in exploration, permitting and discovery.
ON BEHALF OF THE BOARD OF DIRECTORS OF QUESTEX GOLD &
COPPER LTD.
"Joseph Mullin"
Joseph Mullin
Chief Executive Officer and Director
Neither TSX-V nor its Regulation Services Provider (as that
term is defined in the policies of TSX-V) accepts responsibility
for the adequacy or accuracy of this release.
NR21-10
Forward-Looking Information
This news release contains "forward-looking information"
within the meaning of applicable securities laws relating to the
Offering and associated transactions, including statements
regarding the terms and conditions of such transactions and the
requisite conditions and approvals. Forward-looking statements
relate to future events or future performance and reflect the
expectations or beliefs regarding future events of management of
the Company. This information and these statements, referred to
herein as "forward-looking statements", are not historical facts,
are made as of the date of this press release and include without
limitation, statements regarding discussions of future plans,
estimates and forecasts and statements as to management's
expectations and intentions with respect to, among other things,
the potential to make new discoveries and the intended use of
proceeds from the Offering. These forward-looking statements
involve numerous risks and uncertainties and actual results might
differ materially from results suggested in any forward-looking
statements. Important factors that may cause actual results to vary
include without limitation, the timing and receipt of certain
approvals, including approval from the TSX-V; risks related changes
in general economic conditions or conditions in the financial
markets. In making the forward-looking statements in this press
release, the Company has applied several material assumptions,
including without limitation, general business and economic
conditions will not change in a materially adverse manner.
The Company does not assume any obligation to update the
forward-looking statements, or to update the reasons why actual
results could differ from those reflected in the forward
looking-statements, unless and until required by applicable
securities laws. Additional information identifying risks and
uncertainties is contained in the Company's filings with the
Canadian securities regulators, which filings are available at
www.sedar.com.
SOURCE QuestEx Gold & Copper Ltd.
