/NOT FOR DISTRIBUTION TO
TSX.V: DME
Each Unit will be comprised of one common share of the Company (each, a "Common Share") and one Common Share purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder to acquire one Common Share at an exercise price of
Pursuant to the terms of the Agency Agreement, the Company has agreed to grant the Agent an over-allotment option (the "Over-Allotment Option") exercisable, in whole or in part, at the sole discretion of the Agent, at any time and from time to time, until the date that is 30 days following the Closing Date (as defined below), to arrange for the sale of up to an aggregate number of additional units of the Company (the "Additional Units") equal to fifteen percent (15%) of the aggregate number of Units issued pursuant to the Offering, at a price equal to the Issue Price.
In consideration for the services rendered by the Agent in connection with the Offering, the Company has agreed to pay to the Agent a cash fee equal to six percent (6%) of the gross proceeds of the Offering (including upon any exercise of the Over-Allotment Option), with the exception of gross proceeds raised and received by the Company in the Offering from any purchasers that settle their purchase of Units directly with the Company (the "Direct Settlement List"). As additional consideration for the services rendered by the Agent in connection with the Offering, the Agent will receive a number of compensation options (the "Agent's Compensation Options") equal to six percent (6%) of the number of Units issued under the Offering (including any Additional Units issued upon the Agent's exercise of the Over-Allotment Option), with the exception of the Units issued under the Offering to purchasers included in the Direct Settlement List. Each Agent's Compensation Option entitles the holder thereof to purchase, subject to adjustment in certain circumstances, one Common Share of the Company at an exercise price equal to the Issue Price for a period of twenty four (24) months from the Closing Date.
The Company has also agreed to pay the Agent a corporate finance fee of
The Offering is expected to close on or about
The Offering is being made pursuant to a short form prospectus filed in each of the provinces of
The securities offered have not been registered under the
We seek safe harbor
"Robert Rohlfing"
Exec Chairman & CEO
Neither the
This news release contains "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation. Such forward looking statements and information herein include but are not limited to statements regarding the timing of closing of the Offering, the final size of the Offering, and the payment of certain fees.
Forward-looking statements or information involve known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company and its operations to be materially different from those expressed or implied by such statements. Such factors include, among others, changes in national and local governments, legislation, taxation, controls, regulations and political or economic developments in
Forward-looking statements are based on assumptions management believes to be reasonable, including but not limited to the continued operation of the Company's exploration operations, no material adverse change in the market price of commodities, and such other assumptions and factors as set out herein. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or information, there may be other factors that cause results to be materially different from those anticipated, described, estimated, assessed or intended. There can be no assurance that any forward-looking statements or information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements or information. Accordingly, readers should not place undue reliance on forward-looking statements or information. The Company does not intend to, and nor does not assume any obligation to update such forward-looking statements or information, other than as required by applicable law.
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