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Search Minerals Inc. (TSXV: SMY,OTC:SHCMF) (OTC Pink: SHCMF) ("Search Minerals" or the "Company") is pleased to announce that it intends to conduct a non-brokered private placement financing for aggregate gross proceeds of up to C$1,000,000 (the "Financing"). Red Cloud Securities Inc. ("Red Cloud") is acting as a finder in connection with the Financing.
The Financing consists of two tranches: (i) a non-brokered private placement of up to 851,064 units of the Company (each, a "Unit") at a price of C$0.235 per Unit for gross proceeds of up to C$200,000 (the "Unit Financing"); and (ii) a non-brokered private placement of up to 2,962,963 critical mineral flow-through units of the Company (each, a "FT Unit") at a price of C$0.27 per FT Unit for gross proceeds of up to C$800,000 (the "FT Financing"), for aggregate gross proceeds of up to C$1,000,000.
Each Unit will consist of one common share of the Company (each, a "Unit Share") and one common share purchase warrant (each, a "Warrant"). Each FT Unit will consist of one common share of the Company to be issued as a "flow-through share" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (each, a "FT Share") and one-half of one Warrant. Each whole Warrant will entitle the holder to purchase one common share of the Company (each, a "Warrant Share") at an exercise price of C$0.35 per Warrant Share for a period of 36 months following the date of issuance.
The gross proceeds from the FT Financing will be used by the Company to incur eligible "Canadian exploration expenses" that qualify as "flow-through mining expenditures" as both terms are defined in the Income Tax Act (Canada), related to the Company's Foxtrot and Deep Fox projects in Labrador. The Company also intends that such expenses will be eligible for the Critical Mineral Exploration Tax Credit. The net proceeds from the Unit Financing will be used by the Company for working capital and general corporate purposes.
A cash finder's fee and compensation warrants may be paid to Red Cloud in connection with the Financing.
The Financing is subject to the receipt of all necessary regulatory and other approvals, including the acceptance of the TSX Venture Exchange. There can be no assurance that the Financing will be completed, whether in whole or in part. The Financing may close in one or more tranches.
The Unit Shares, FT Shares and Warrant Shares will be subject to a hold period of four months and one day from the applicable closing date in accordance with applicable securities laws.
The securities to be issued pursuant to the Financing 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 U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
ABOUT Search Minerals
Led by a proven management team and board of directors, Search is focused on finding and developing Critical Rare Earth Elements (CREE), Zirconium (Zr) and Hafnium (Hf) resources within the emerging Port Hope Simpson - St. Lewis CREE District of South-east Labrador. The Company controls a belt 64 km long and 2 km wide and is road accessible, on tidewater, and located near 3 local communities. Search has completed a preliminary economic assessment report with resource estimates for FOXTROT and DEEP FOX. Search is also working on four exploration prospects along the belt which include: FOX MEADOW, SILVER FOX, FOX RUN and AWESOMEFOX.
Search has continued to optimize its patented Direct Extraction Process technology with the generous support from the Department of Energy and Mines, Government of Newfoundland and Labrador, and from the Atlantic Canada Opportunity Agency. Search has completed two pilot plant operations and produced highly purified mixed rare earth carbonate concentrate and mixed REO concentrate for separation and refining.
All material information on the Company may be found on its website at www.searchminerals.ca and on SEDAR+ at www.sedarplus.ca.
For further information about Search Minerals, please contact:
Jason Macintosh
Interim CEO
Telephone: 416-320-9296
Email: jason.macintosh@searchminerals.ca
Forward-Looking Statements
Statements contained in this news release that are not historical facts are "forward-looking information" or "forward-looking statements" (collectively, "Forward-Looking Information") within the meaning of applicable Canadian securities legislation. In certain cases, Forward-Looking Information can be identified by the use of words and phrases or variations of such words and phrases or statements such as "anticipate", "expect", "plan", "likely", "believe", "intend", "forecast", "project", "estimate", "potential", "could", "may", "will", "would" or "should". Forward-Looking Information in this news release is based on certain material assumptions and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Search Minerals to be materially different from any future results, performance or achievements expressed or implied by the Forward-Looking Information. Such risks and other factors include those factors discussed in Search Minerals' public filings. Although Search Minerals has attempted to identify important factors that could affect Search Minerals and may cause actual actions, events or results to differ materially from those described in Forward-Looking Information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that Forward-Looking Information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on Forward-Looking Information. For further information on these and other risks and uncertainties that may affect the Company's business, see the Company's Management's Discussion and Analysis filed with certain Canadian securities regulators, which are available at www.sedarplus.ca. Except as required by law, Search Minerals does not assume any obligation to release publicly any revisions to Forward-Looking Information contained in this news release to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
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.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/304924
