Mr. Peter Smith reports
FANCAMP EXPLORATION LTD. ANNOUNCES NON-BROKERED PRIVATE PLACEMENT-OPTION GRANT
Fancamp Exploration Ltd. has entered into an agreement with Marquest Capital Markets in connection with a non-brokered private placement financing of 8,200,200 flow-through units at a price of 16.5 cents per FT unit for aggregate gross proceeds of up to $1,353,033.
The offering is expected to close later this month. The offering is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory approvals. All securities to be issued under the offering will be subject to a four-month-and-a-day statutory hold period in Canada.
Each FT unit will consist of one flow-through share, as defined in Subsection 66 (15) of the Income Tax Act (Canada) of Fancamp and one common share purchase warrant. Each unit will consist of one common share of Fancamp and one-half of a warrant. Each whole warrant shall entitle the holder thereof to acquire one additional common share of the issuer (on a non-flow-through basis) at a price of 25 cents until the date which is 12 months following the closing of the offering.
As compensation for the services provided by the finder, the issuer will pay a cash finder's fee of 6 per cent of the gross proceeds of the offering raised by the finder.
The issuer intends to use the proceeds raised from the issuance of the FT units to incur additional exploration expenditures on the issuer's properties in the province of Quebec. Such exploration expenditures will constitute Canadian exploration expenses and flow-through mining expenditures, as defined under the Income Tax Act (Canada), which can be renounced to Canadian purchasers of the FT units for the 2012 taxation year. FT unit investors who are eligible residents of Quebec will also be entitled to receive Quebec provincial tax credits for qualified exploration expenditures.
The company has also granted incentive stock options to directors for the purchase of up to 2.25 million common shares in its capital stock, at a price of 20 cents per share, exercisable on or before Dec. 17, 2017. The options are granted pursuant to the company's stock option plan, under which a maximum of 10 per cent of the issued and outstanding common shares are reserved for issuance. Shares issuable upon exercise of the incentive stock options are subject to a four-month TSX Venture Exchange hold period, commencing on the date the incentive stock options are granted.
We seek Safe Harbor.