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American Copper Development Corporation (CSE: ACDX,OTC:ACDXF) ("ACDX" or the "Company") announces that, further to its news release dated July 21, 2025, the Company has closed a non-brokered private placement (the "Private Placement") consisting of 5,405,763 units (each, a "Unit") at a price of CAD$0.225 per Unit for aggregate gross proceeds of CAD$1,216,296.74. Each Unit is comprised of one common share (each, a "Share") of the Company and one transferable Share purchase warrant (each, a "Warrant"), with each Warrant exercisable to purchase one additional common share (each, a "Warrant Share") of the Company at a price of CAD$0.30 per Warrant Share for a period of 18 months from the closing date of the Private Placement.
The Company paid no finder's fees in connection with the Private Placement.
Of the 5,405,763 Units, 303,334 were issued to directors and officers of the Company (the "Insiders") for gross proceeds of $68,250.15. Participation by the Insiders constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The issuances to the Insiders are exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in section 5.5(b) as the Shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101 in that the fair market value of the consideration of the Shares and Warrants to be issued to each Insider does not exceed 25% of the Company's market capitalization.
The Company intends to use the proceeds of the Private Placement for general working capital purposes.
All securities issued under the Private Placement will be subject to a statutory hold period of four months and one day following the closing date as well as a voluntary lock-up whereby one-third of the securities will be released from escrow every six months after closing.
About the Company
The Company is engaged in the business of mineral exploration and the acquisition of mineral property assets. Its objective is to locate and develop economic precious and base metal properties of merit and to conduct its exploration program on the Lordsburg Property.
This news release does not constitute an offer to sell or a solicitation of an offer to buy 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.
American Copper Development Corporation
For further information, please contact:
Daniel Schieber
Chief Executive Officer and Director
Phone: (778) 372-9888
Email: invest@american-copper.com
Cautionary Statement Regarding Forward-Looking Information
This news release includes certain "forward-looking information" under applicable Canadian securities legislation, which include, but are limited to, statements relating to the use of proceeds from the Private Placement. Forward-looking information involves risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward-looking information is necessarily based on a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking information. Accordingly, the forward-looking information discussed in this release, may not occur and could differ materially as a result of these known and unknown risk factors and uncertainties affecting ACDX. Although ACDX believes that the assumptions and factors used in preparing the forward-looking information are reasonable, undue reliance should not be placed on this information, which only applies 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 law, ACDX disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events, or otherwise.
Not for distribution to United States newswire services or for release publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/262448
