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General mining & base metals

Fabled Copper closes spinout from Fabled Silver and Gold, commences trading on the CSE

Under a scheme of arrangement, holders of common shares of Fabled Silver exchanged their shares for one new common share of Fabled Silver and 1/5 of one common share of Fabled Copper

Fabled Copper Corp has announced that the spinout transaction conducted by Fabled Silver and Gold Corp, distributing all the shares it held in the company to its shareholders closed effective December 21, 2021, and that the company’s common shares commenced trading on the Canadian Securities Exchange (CSE) on the same day under the ticker symbol FABL.

Under a scheme of arrangement, holders of common shares of Fabled Silver exchanged their shares for one new common share of Fabled Silver and 1/5 of one common share of Fabled Copper, for a total of 41,706,701 Fabled Copper shares being distributed to Fabled Silver shareholders under the arrangement.

Fabled Copper's board of directors comprises David W. Smalley, chairman; Peter J. Hawley, president and chief executive officer; Louis Martin; Pat Donovan; Luc Pelchat. The company's other executive officers, not directors, are Eric Tsung, chief financial officer; and Andrew T. Hunter, corporate secretary

The company has received proceeds of a previously closed private placement of 101,670,200 conventional unit subscription receipts of the company at a price of $0.05 each and 30,274,833 flow-through unit subscription receipts of the company at a price of $0.06 each, for total aggregate gross proceeds of $6,899,999.98.

The escrow release conditions for that offering were satisfied as of December 21, 2021, and the subscription receipts have converted into 131,945,033 common shares of the company and 131,945,033 common share purchase warrants. Each warrant will entitle the holder to purchase one share at an exercise price of $0.10 until December 21, 2023.

The offering was conducted by Research Capital Corporation as sole agent and sole bookrunner. In connection with the completion of the offering, the company paid to the agent a cash agency fee of up to 8.0% of the aggregate gross proceeds. The agent was also issued 9,774,386 broker warrants which were converted into compensation options. Each compensation option is exercisable to acquire one unit consisting of one share and one warrant at an exercise price of $0.05 per unit until December 21, 2023.

The company said available funds will be used for, among other things, work programs on the Muskwa Project, property option payments and general and administrative costs.

After completion of the arrangement and the offering, Fabled Copper has 173,651,734 common shares outstanding, 131,945,033 warrants outstanding, 9,774,386 compensation options outstanding and is obligated to issue up to 7,811,800 shares under the exercise of warrants of Fabled Silver that have an expiry date of December 4, 2022.

In addition, the company has granted an aggregate of 8,450,000 stock options to certain directors, officers and consultants, each exercisable to acquire one common share of the company at an exercise price of $0.10 per common share until December 21, 2031. The stock options vest on the date of grant.

In addition, Fabled Copper said it has engaged Research Capital Corporation (RCC) as a trading advisor to the company. The service agreement entered into on December 21, 2021, will see RCC provide market liquidity services in respect of the company’s shares and increase market awareness of the company. The agreement is for a term of six months and may be extended by mutual agreement and as compensation for its services, RCC will receive a monthly fee of $6,500.

Fabled Copper is a junior mining exploration company. Its current focus is to creating value for stakeholders through the exploration and development of its existing copper properties located in northern British Columbia.

The Muskwa Project comprises a total of 76 claims in two non-contiguous blocks and totals approximately 8,064.9 hectares, located in the Liard Mining Division in northern British Columbia.

Contact the author at jon.hopkins@proactiveinvestors.com

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