Prospector Metals Corp. (TSX-V:PPP, OTCQX:ETHOF) said it has arranged a non-brokered private placement to raise gross proceeds of up to $1 million, consisting of Ontario charity flow-through (FT) units offered at a price of 28 cents per charity FT unit and Ontario flow-through (FT) units offered at a price of 21 cents per Ontario FT unit.
Each charity FT unit and Ontario FT unit will be comprised of one flow-through common share and one-half of one non-flow-through common share purchase warrant. Each warrant will be exercisable at a price of $0.30 into one common share for a period of two years from the date of issuance.
Prospector said it intends to use the gross proceeds of the offering for a diamond drilling program at its Whitton Ni-Cu Project in Ontario, anticipated to begin at the end of March, and for advancing the company's portfolio of nickel and gold projects in Ontario.
READ: Prospector Metals acquires Devon and Garden nickel-copper-PGE projects in Ontario, which boast 'excellent' discovery opportunities
The offering is expected to close on or about March 14, 2023, and is subject to certain closing conditions including, but not limited to, the receipt of all necessary approvals including the conditional listing approval of the TSX Venture Exchange.
The company may pay finders' fees under the offering in accordance with applicable securities laws and the policies of the TSX Venture Exchange.
The securities issued under the offering will be subject to a hold period under applicable securities laws in Canada expiring four months and one day from the closing date of the offering.
The FT shares will qualify as "flow-through shares" (within the meaning of subsection 66(15) of the Income Tax Act (Canada). An amount equal to the gross proceeds from the issuance of the FT shares will be used to incur eligible resource exploration expenses which will qualify as (i) "Canadian exploration expenses" (as defined in the Tax Act), and (ii) as "flow-through critical mineral mining expenditures" (as defined in subsection 127(9) of the Tax Act). Qualifying Expenditures in an aggregate amount not less than the gross proceeds raised from the issue of the FT shares will be incurred (or deemed to be incurred) by the company on or before December 31, 2024, and will be renounced by the company to the initial purchasers of the FT shares with an effective date no later than December 31, 2023.
Members of Prospector’s management team may participate in the offering including subscriptions from related parties of the company as defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101).
The securities have not been and will not be registered under the United States Securities Act of 1933, as amended or any state securities laws and may not be offered or sold within the United States or to US Persons unless registered under the US Securities Act and applicable state securities laws or an exemption from such registration is available.
Prospector Metals is a Discovery Group company with a business model focussed on district scale, early-stage exploration of gold and base metal prospects and on creating shareholder value through new discoveries.
The company's focus is to identify underexplored or overlooked mineral districts which display important structural and mineralogical similarities with well-endowed mining camps. The majority of the projects acquired by Prospector occur in Ontario, Canada, which is a tier-1 mining jurisdiction with abundant overlooked geological regions with high mineral potential.
Contact the author at jon.hopkins@proactiveinvestors.com