Aurelius Minerals Inc (TSX-V:AUL, OTCQB:AURQF) said it has closed the final tranches of its non-brokered private placement, which together with the closing reported on March 30, 2022, has raised an aggregate of $1,560,005 comprised of $1,000,003 from the sale of flow-through units (FT units) and $560,002 from the sale of common share units.
The net proceeds from the common share unit offering will be used by the company for corporate and general working capital purposes, and an amount equal to the gross proceeds from the issuance of FT shares comprising the FT units will be used to incur or be deemed to incur eligible "Canadian exploration expenses" as defined under the Income Tax Act (Canada) related to the Aureus Gold projects located in Nova Scotia, on or before December 31, 2023.
The company said it will renounce to the purchasers of the FT units such Canadian exploration expenses with an effective date of not later than December 31, 2022.
The final tranches of the private placement saw the issue of an aggregate additional 1,803,145 common shares, comprised of 656,061 FT units, on April 4, 2022, and 813,750 FT units on April 12, 2022.
READ: Aurelius Minerals closes a non-brokered private placement for aggregate gross proceeds of $974,967
Each FT unit comprised one common share in the capital of the company that will qualify as a "flow-through share" as defined in subsection 66(15) of the Income Tax Act (Canada), and one-half of one common share purchase warrant on a non-flow-through basis, at a price of $0.33 per FT unit for aggregate gross proceeds of $485,038.
The company also issued 33,334 common share units on April 4, 2022, and 300,000 common share units on April 12, 2022, with each common share unit comprised of one common share issued on a non-flow-through basis and one half of one warrant, at a price of $0.30 per common share unit for aggregate gross proceeds of $100,000.
Each whole warrant entitles the holder to acquire one common share at a price of $0.40 each for a period of 24 months following the closing of the offering.
Together with the FT units offering, aggregate gross proceeds from the final two tranches of the offering were $585,038. Following completion of the offerings, Aurelius Minerals has 45,835,673 common shares outstanding.
In addition to the participation by Sprott Private Resources Lending (Collector) LP (SPRL) in the offering, as previously announced, Ninepoint 2022 Flow-Through-National Class subscribed for 1,515,000 of FT units comprised of 1,515,000 FT shares and 757,500 warrants for aggregate proceeds of $499,950.
Ninepoint 2021 Flow-Through LP, Ninepoint 2022 Flow-Through LP and Sprott Private Resource Lending (Collector) LP may be deemed to be acting jointly or in concert with Sprott Asset Management (TSX:SII) LP.
Based on the number of issued and outstanding common shares, following these transactions, Sprott Asset Management (TSX:SII) LP exercised control or direction over approximately 19.94% of the issued and outstanding common shares of Aurelius Minerals as at March 31, 2022, assuming the exercise of warrants.
Aurelius Minerals said certain directors and officers of the company also participated in the offering by acquiring an aggregate of 516,672 common share units.
The company said it paid Raymond James (NYSE:RJF) Ltd cash commission of 6% of the gross proceeds of the offerings and 6% broker warrants exercisable into common shares of the corporation at a price of $0.30 per share any time from the closing date to the day that is 24 months from the closing date on certain of these subscriptions for an aggregate of $5,400 and 18,000 broker warrants.
The securities issued through the offering are subject to a statutory four-month hold period expiring on August 5, 2022, and August 14, 2022, respectively. The offering is subject to final acceptance of the TSX Venture Exchange.
The offering was made by way of private placement in Canada under applicable exemptions from the prospectus requirements under applicable Canadian securities laws.
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, or for the account or benefit of US persons (as defined in Regulation S under the 1933 Act) absent such registration or an applicable exemption from such registration requirements.
Aurelius Minerals is a well-positioned gold exploration company focused on advancing its Aureus Gold Properties, including Aureus East and West, the Tangier Gold Project and the Forest Hill Gold Project located in Nova Scotia.
The company is also focused on advancing two district-scale gold projects in the Abitibi Greenstone Belt in Ontario, Canada, one of the world's most prolific mining districts; the 968-hectare Mikwam Property in the Burntbush area on the Casa Berardi trend, and the 12,425-hectare Lipton Property on the Lower Detour Trend.
Aurelius Minerals said it has a management team with experience in all facets of the mineral exploration and mining industry who will be considering additional acquisitions of advanced staged opportunities in Nova Scotia, the Abitibi and other proven mining districts.
Contact the author at jon.hopkins@proactiveinvestors.com