Mr. Robert Hall reports
ABCANA CAPITAL INC. FILES FILING STATEMENT AND AMENDS TERMS OF PROPOSED PRIVATE PLACEMENT FINANCING
Abcana Capital Inc. has filed its filing statement dated Nov. 19, 2014, on SEDAR in connection with its proposed qualifying transaction with Casa Minerals Inc. The qualifying transaction is set forth in detail in the news release dated July 10, 2014.
Abcana also wishes to announce that it has amended the terms of its previously announced private placement offering. The offering will now consist of a proposed non-flow-through private placement offering of 3,333,333 units and up to a maximum of eight million units at a price of 15 cents per unit for minimum gross proceeds of $500,000 up to a maximum of $1.2-million and a proposed flow-through private placement offering of 2.5 million flow-through units and up to a maximum of 10 million flow-through units at a price of 20 cents per flow-through unit for minimum gross proceeds of $500,000 up to a maximum of $2-million.
Each unit will comprise one common share and one share purchase warrant, with each warrant entitling the holder to purchase one additional share at 20 cents per share for a period of two years from the date of the issue. Each flow-through unit will comprise one flow-through common share and one-half of one warrant, with each whole warrant entitling the holder to purchase one additional share at 25 cents per share for a period of two years from the date of issue. Abcana will have the right to accelerate the expiry date of the warrants if, at any time, the average closing price of the common shares is equal to, or greater than, 25 cents (in respect of the warrants issued under the non-flow-through financing) and 30 cents (in respect of the warrants issued under the flow-through financing) for 10 consecutive trading days. In the event of acceleration, the expiry date will be accelerated to a date that is 30 days after Abcana issues a news release announcing that it has elected to exercise this acceleration right.
The offering will be completed to accredited investors pursuant to National Instrument 45-106 and to existing securityholders pursuant to B.C. Instrument 45-534. The offering of securities pursuant to B.C. Instrument 45-534 is being made to existing securityholders that held shares of Abcana on Nov. 19, 2014.
The filing statement sets out in detail the use of proceeds of the offering, which are also summarized in the table.
USE OF OFFERING PROCEEDS
Minimum gross proceeds Maximum gross proceeds
Phase I exploration program on the Pitman property $ 230,000 $ 230,000
Phase I exploration program on the Arsenault property 100,000 100,000
Arsenault property option payment 15,000 15,000
Management and general administrative expenses 130,000 130,000
Costs of qualifying transaction (including finders' fees) 155,000 321,000
Repayment Casa's indebtedness 101,500 101,500
Unallocated working capital 268,500 2,302,500
Total $1,000,000 $3,200,000
Abcana will allocate the units and flow-through units on a pro rata basis as to amounts subscribed if the aggregate subscriptions exceed the maximum number proposed to be sold.
Subject to TSX Venture Exchange acceptance, Abcana will pay finders a fee equal to 8 per cent of the proceeds raised under the offering and issue warrants equal to 8 per cent of the total number of units and flow-through units issued under the offering. The finders' warrants will be on the same terms as the warrants under the non-flow-through financing.
The qualifying transaction is subject to the conditions set out in the agreement, including the following: approval of the qualifying transaction by the TSX Venture Exchange; Casa shareholder approval of the qualifying transaction; and completion of the financings.
We seek Safe Harbor.
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