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Yorbeau Resources Inc. (TSX: YRB,OTC:YRBAF) (the " Company " or " Yorbeau ") is pleased to announce that it has completed a fully-subscribed private placement (the " Private Placement ") by issuing 13 750 000 "flow-through" Class A common shares at a price of $0.08 per share for aggregate proceeds of $1,100,000.
The Company will use the proceeds raised from the issue of the flow-through Class A common shares to incur Canadian exploration expenses on its properties.
Four directors subscribed for a total of 10,000,000 Class A common shares having an aggregate subscription price of $800,000. As insiders of the Company participated in the Private Placement, it is deemed to be a "related party transaction" as defined under Multilateral Instrument 61-101— Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). The Private Placement is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 (pursuant to subsections 5.5(a) and 5.7(a)) as neither the fair market value of the Class A common shares distributed to, nor the consideration received from, interested parties exceeded 25% of the Company's market capitalization. The Company did not file a material change report at least 21 days prior to the closing of the Private Placement as participation of the insiders had not been confirmed at that time.
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 " 1933 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 (as defined in Regulation S under the 1933 Act) absent such registration or an applicable exemption from such registration requirements.
About Yorbeau Resources Inc.
Yorbeau Resources is a Canadian public company (TSX: YRB,OTC:YRBAF) involved in gold and base metal exploration in Quebec, Canada. The Company's focus is on seeking a partner to further explore and develop its Scott Lake zinc copper deposit near Chibougamau Quebec (refer to Yorbeau's National Instrument 43-101 compliant technical report dated December 6, 2017, titled " Technical Report on the Preliminary Economic Assessment for the Scott Lake Project, Northwestern Québec, Canada ," available on the Company's SEDAR+ profile at www.sedarplus.ca ). Yorbeau also intends to focus on continuing exploration on its well-located properties in the Detour, Joutel and Selbaie region of north western Quebec. These properties include the Beschefer property which is adjacent to the B-26 base metal deposit now being explored by Abitibi Metals Corp. and the Selbaie West property adjacent to Soquem (Wagosic property) where they are presently intersecting base metal values along the Selbaie mine horizon. For additional information on the Company, consult its website at www.yorbeauresources.com .
For further information, please contact:
G. Bodnar Jr.
President, Chief Financial Officer
Yorbeau Resources Inc.
gbodnar@yorbeauresources.com
Tel: 514-384-2202
Toll free in North America: 1-855-384-2202
Laurent Hallé
Consulting Geologist
Yorbeau Resources Inc.
lhallé@yorbeauresources.com
Tel: 819-629-9758
Forward-looking statements: Except for statement of historical fact, all statements in this news release, including, without limitation, statements regarding the use of proceeds of the Private Placement are forward-looking statements which involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate; actual results and future events could differ materially from those anticipated in such statements. Yorbeau disclaims any obligation to update such forward-looking statements, other than as required by applicable securities laws.
