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Forum Energy Metals Corp. (TSXV: FMC) (OTCQB: FDCFF) ("Forum" or the "Company") is pleased to announce the closing of its previously announced "best efforts" private placement (the "Offering") for gross proceeds of C$10,364,014, which includes the full exercise of the Agents' Option for gross proceeds of C$1,500,000. Under the Offering, the Company sold the following:
- 48,648,648 flow-through units of the Company to purchasers (each, a "FT Unit") at a price of C$0.185 per FT Unit for gross proceeds of C$9,000,000 from the sale of FT Units; and
- 11,366,787 units of the Company (each, a "Unit", and together with the FT Units, the "Offered Securities") at a price of C$0.12 per Unit for gross proceeds of C$1,364,014 from the sale of Units.
Under the Offering, Red Cloud Securities Inc. acted as lead agent and sole bookrunner on behalf of a syndicate of agents that included Stifel Nicolaus Canada Inc. (collectively, the "Agents").
Each FT Unit consists of one common share of the Company (each, a "FT Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). The FT Shares and Warrants comprising the FT Units will qualify as "flow-through shares" within the meaning of the Income Tax Act (Canada). Each Unit consists of one common share of the Company (each, a "Unit Share") and one-half of one Warrant. Each whole Warrant shall entitle the holder to purchase one common share of the Company (each, a "Warrant Share") at a price of C$0.185 at any time on or before December 12, 2025.
The Company intends to use the proceeds raised from the Offering for exploration of its Thelon Basin uranium project in Nunavut and for general working capital purposes. Proceeds from the sale of FT Units will be used to incur "Canadian exploration expenses" as defined in subsection 66.1(6) of the Income Tax Act and "flow through critical mineral mining expenditures" as defined in subsection 127(9) of the Income Tax Act. Such proceeds will be renounced to the subscribers with an effective date not later than December 31, 2023, in the aggregate amount of not less than the total amount of gross proceeds raised from the issue of FT Units.
27,027,027 FT Units (the "LIFE Units") were sold pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"). The LIFE Units are immediately freely tradeable under applicable Canadian securities legislation for Canadian purchasers. The remaining 21,621,621 FT Units, as well as the 11,366,787 Units were distributed by way of the "accredited investor", "minimum amount investment" and other exemptions under NI 45-106 in certain provinces of Canada, and are subject to a four-month restricted period in Canada ending on April 13, 2024. The Offering is subject to certain conditions including, but not limited to, the receipt of all required regulatory approvals including final approval of the TSX Venture Exchange.
In connection with the Offering, the Company paid to the Agents cash commissions totaling C$588,289 equal to 6.0% of the gross proceeds raised under the Offering. The Company also issued to the Agents 3,321,326 warrants of the Company (each, a "Compensation Warrant"). Each Compensation Warrant shall entitle the holder thereof to purchase one common share of the Company at a price of C$0.12 at any time on or before December 12, 2025. No compensation was paid in respect of certain President's list purchasers and a strategic investor that has maintained its 9.9% interest in the Company through this Offering.
Insiders of the Company participated in the Offering for C$69,600, and such Units issued to insiders are subject to a four month hold period pursuant to applicable policies of the TSX Venture Exchange. The issuance of Units to insiders is considered a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company 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 Company's market capitalization.
The securities referred to in this news release have not been and will not be registered under the United StatesSecurities 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, or for the account or benefit of, U.S. persons absent registration under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements. "United States" and "U.S. person" have the respective meanings assigned in Regulation S under the U.S Securities Act.
About Forum Energy Metals
Forum Energy Metals Corp. (TSXV: FMC) (OTCQB: FDCFF) is focused on the discovery of high-grade unconformity-related uranium deposits in the Athabasca Basin, Saskatchewan and the Thelon Basin, Nunavut. In addition, Forum holds a diversified energy metal portfolio of copper, nickel, and cobalt projects in Saskatchewan and Idaho.
For further information: https://www.forumenergymetals.com.
ON BEHALF OF THE BOARD OF DIRECTORS
Richard J. Mazur, P.Geo.
President & CEO
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 release.
For further information contact:
Rick Mazur, P.Geo., President & CEO
mazur@forumenergymetals.com
Tel: 604-630-1585
This press release contains forward-looking statements. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause Forum's actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information. Such factors include but are not limited to: the use of proceeds of the Offering, completion of the Offering, the requisite approvals for the Offering, uncertainties related to the historical data, the work expenditure commitments; the ability to raise sufficient capital to fund future exploration or development programs; changes in economic conditions or financial markets; changes commodity prices, litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological or operational difficulties or an inability to obtain permits required in connection with maintaining or advancing its exploration projects.
Not for distribution to United States Newswire Services or for dissemination in the United States
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/190759
