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Tower Resources Ltd. (TSXV: TWR,OTC:TWRFF) ("Tower" or the "Company") announces it has closed the second and final tranche of its previously announced non-brokered private placement (the "Offering") with the issuance of 4,001,250 units (the "Units") at a price of $0.16 per Unit for aggregate gross proceeds of $640,200.
Each Unit consisted of one common share of the Company and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder to acquire one additional common share of the Company at a price of $0.25 until July 17, 2027.
The gross proceeds from the sale of the Units will be used for general working capital and corporate purposes.
The Company paid finder's fees in connection with the Offering to eligible arm's-length parties in accordance with the policies of the TSX Venture Exchange (the "TSXV"). Consisting of a cash commission of $20,940 equal to 6% of the gross proceeds raised from subscribers introduced by the finder and 130,875 finder's warrants equal to 6% of the securities sold to such subscribers. Each finder's warrant will be exercisable into one common share of the Company at a price of $0.16 until July 17, 2027 and is non-transferrable.
All securities issued pursuant to the Offering will be subject to a statutory hold period expiring November 18, 2026 in accordance with applicable securities laws.
Certain directors of the Company participated in the Offering and acquired an aggregate of 200,000 Units. Such participation constituted 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 relied upon the exemptions from the formal valuation and minority shareholder approval requirements contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as neither the fair market value of the securities issued to, nor the consideration to be paid by, such related parties exceeded 25% of the Company's market capitalization, as determined in accordance with MI 61-101. The Company did not file a material change report more than 21 days before the expected closing of the Offering because the Company wished to complete the Offering on an expedited basis for sound business reasons.
About Tower Resources
Tower Resources Ltd. is a mineral exploration company focused on the advancement of its 100%-owned Rabbit North gold project located in the Kamloops Mining Division of British Columbia and the evaluation of additional exploration opportunities in Canada.
On behalf of the Board of Directors
Joe Dhami, President and CEO
For further information, please contact:
Telephone: (778) 996-4730
Email: joedhami@telus.net
Website: www.towerresources.ca
Reader Advisory
This news release contains certain forward-looking information and forward-looking statements within the meaning of applicable securities legislation. Forward-looking statements are frequently identified by words such as "expects", "anticipates", "intends", "plans", "believes", "may", "will", "would", "potential" and similar expressions. Such forward-looking statements include, without limitation, statements regarding the completion of the Offering, the anticipated use of proceeds, the payment of finder's fees, the completion of the Offering in one or more tranches, the receipt of TSXV acceptance and other regulatory approvals, and the Company's planned exploration activities.
Forward-looking statements are based on management's current expectations and assumptions and are subject to a variety of known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, without limitation, the risk that the Offering may not be completed as anticipated or at all, the risk that required regulatory approvals may not be obtained, market conditions, financing risks, exploration risks and other risks disclosed in the Company's public disclosure record available under the Company's profile on SEDAR+ at www.sedarplus.ca.
Readers are cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements except as required by applicable law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/305964
