TSX.V - FPC
/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
MONTREAL, June 27,
2024 /CNW/ - Falco Resources Ltd. (TSXV: FPC)
("Falco" or the "Corporation") is pleased to announce
the closing of the first tranche (the "First Tranche") of
its previously announced "best efforts" brokered private placement
(the "Offering") with Red Cloud Securities Inc.
("Red Cloud"), acting as lead
agent and sole bookrunner on behalf of a syndicate of agents
including Canaccord Genuity Corp. and Paradigm Capital Inc.
(collectively, the "Agents"). Under the First Tranche of the
Offering, Falco has issued an aggregate of 4,058,269
units of the Corporation (the "Units") at a price of
C$0.23 per Unit and 4,464,286
flow-through shares of the Corporation (each, a "FT Share",
and collectively with the Units, the "Offered Securities")
at a price of C$0.28 per FT Share,
for aggregate gross proceeds of C$2,183,402.
Each Unit consists of one common share (each, a "Common
Share") of the Corporation and one half of one Common Share
purchase warrant (each whole warrant, 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 24 months after the closing date of the First Tranche of the
Offering. Each FT Share consists of one Common Share issued as a
"flow-through share" within the meaning of the Income Tax
Act (Canada) (the "Income
Tax Act").
The Corporation intends to use the net proceeds from the sale of
Units for the advancement of the Horne 5 Project in Québec as well
as for working capital and general corporate purposes. The net
proceeds from the sale of the FT Shares will be used to fund
exploration on the Corporation's other properties. The FT Shares
will be issued as "flow-through shares" as defined in subsection
66(15) of the Income Tax Act. The Corporation will, in a timely and
prescribed manner and form, incur (or be deemed to incur) resource
exploration expenses which (i) will constitute "Canadian
exploration expenses" as defined in subsection 66.1(6) of the
Income Tax Act and "flow through mining expenditures" as defined in
subsection 127(9) of the Income Tax Act, and (ii) will, for
eligible Québec resident subscribers of FT Shares, be entitled to
both additional 10% deductions provided for under section 726.4.10
and section 726.4.17.2 of the Taxation Act (Québec)
("Qualifying Expenditures"), in an amount equal to the
amount raised pursuant to the sale of FT Shares, and the
Corporation will, in timely and prescribed manner and form,
renounce the Qualifying Expenditures (on a pro rata basis) to each
subscriber of FT Shares with an effective date of no later than
December 31, 2024 in accordance with
the Income Tax Act and the Taxation Act (Québec).
In connection with the closing of the First Tranche of the
Offering, the Corporation paid the Agents a cash commission
totaling C$116,170 and have issued
the Agents 446,859 non-transferrable compensation warrants (each, a
"Broker Warrant"). Each Broker Warrant entitles the Agents
to purchase one Common Share of the Corporation at an exercise
price of $0.23 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 the Offered Securities under applicable
securities laws in Canada.
Insiders of the Corporation subscribed for 395,478 Units under
the Offering. Each transaction with an insider 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
insider 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.
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 16.7% 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, including any
subsequent tranches of the Offering. 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, he proposed use of the proceeds of the
Offering and references to a potential second tranche of the
Offering are forward-looking statements. 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.