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1844 Resources Inc. (TSX-V:EFF) (the " Company " or " 1844 ") announces that it expects to complete a non-brokered private placement (the " Private Placement ") of 5,000,000 units (the " Units ") at a price of $0.065 per Unit for gross proceeds of up to $325,000.
Each Unit will be comprised of one common share in the capital of the Company (each, a " Share ") and one-half of one non-transferable share purchase warrant (each, a " Warrant "). Each whole Warrant will entitle the holder to purchase one additional Share in the capital of the Company (each, a " Warrant Share ") for a period of 18 months from the closing date at an exercise price of $0.075 per Warrant Share.
The Company may pay a finder's fee on the Private Placement within the maximum amount permitted by the policies of the TSX Venture Exchange (the " TSXV "). The Company may complete multiple closings of the Private Placement, as subscriptions are received. Each closing is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals.
In connection with the Private Placement, the Company's President has subscribed for 1,000,000 Units, financing his subscription with an arranged sale through the facilities of the TSX-V (Gypsy Swap). This participation by the Company's President constitutes a related party transaction as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions . Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the Units acquired by the insider, nor the consideration for the Units paid by such insider, exceed 25 per cent of the Company's market capitalization.
Closing of the Private Placement is subject to certain customary conditions, including, without limitation, approval of the TSXV. The securities to be issued under the Private Placement will be offered by way of private placement in such provinces and/or territories of Canada as may be determined by the Company, in each case, pursuant to applicable exemptions from the prospectus requirements under applicable securities laws. Securities issued under the Private Placement will be subject to a hold period which will expire four months and one day from the date of closing of the Private Placement.
The Company intends to use the proceeds from the Private Placement for administrative and other general working capital
About 1844 Resources Inc.: 1844 is an exploration company with a focus in strategic and energetic metals and underexplored regions "Gaspé, Chibougamau Québec". With a dedicated management team, the Company's goal is to create shareholder value through the discovery of new deposits.
(signed) " Sylvain Laberge "
Sylvain Laberge
President and CEO
514.702.9841
Slaberge@1844 Resources.com
FORWARD LOOKING INFORMATION
Some of the statements contained in this press release are forward-looking statements and information within the meaning of applicable securities laws. Forward-looking statements and information can be identified by the use of words such as "expects", "intends", "is expected", "potential", "suggests" or variations of such words or phrases, or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements and information are not historical facts and are subject to a number of risks and uncertainties beyond the Company's control. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this news release. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, except as may be required by law.
