Mr. John O'Donnell reports
ABSOLUTELY CRITICAL RESOURCES CORP. TO CONDUCT NON-BROKERED PRIVATE PLACEMENT
Absolutely Critical Resources Corp. intends to conduct a non-brokered private placement and will offer up to 10 million common shares of the company at a price of 1.5 cents per share for total gross proceeds of $150,000. No commissions or finders' fees are payable in connection with the offering.
The offering is subject to the receipt of all necessary approvals, including approval of the TSX Venture Exchange, as well as the satisfaction of other customary closing conditions. The proceeds derived from the sale of the shares will be expended as follows:
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Massey nickel/copper project -- diamond drill high-priority target -- $80,000;
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Massey nickel/copper project -- option payment -- $30,000;
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Working capital: general administrative expenses and working capital, including audit, annual general meeting and filing fees -- $30,000;
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Mary Ann's Lake project -- preparation of National Instrument 43-101 technical report -- $10,000.
A portion of the offering may be allocated to investors relying on the existing securityholder, accredited investor or other exemptions available to ABC under National Instrument 45-106 (Prospectus Exemptions).
If a new control person is created as a result of this offering, shareholder approval may be required; however, no new control person is expected to be created.
Certain insiders (as such term is defined under the policies of the TSX Venture Exchange) of the company may participate in the offering. Any participation of insiders in the offering will constitute a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under subsections 5.5(a) and 5.7(a) of MI 61-101 on the basis that participation in the offering by insiders will not exceed 25 per cent of the fair market value of the company's market capitalization.
All securities issued in connection with the offering will be subject to a hold period, which expires four months and one day after the date the securities are issued.
We seek Safe Harbor.
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