10:53:54 EDT Fri 03 May 2024
Enter Symbol
or Name
USA
CA



Dore Copper Mining Corp
Symbol DCMC
Shares Issued 87,339,097
Close 2023-06-06 C$ 0.195
Market Cap C$ 17,031,124
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Dore Copper closes $2.8-million private placement

2023-06-06 17:10 ET - News Release

Mr. Ernest Mast reports

DORE COPPER ANNOUNCES CLOSING OF $2.8 MILLION NON-BROKERED PRIVATE PLACEMENT OF COMMON SHARES AND FLOW-THROUGH SHARES

Dore Copper Mining Corp. has closed its previously announced non-brokered private placement, pursuant to which the corporation sold an aggregate of: (i) 5.76 million common shares in the capital of the corporation at a price of 20 cents per offered common share for gross proceeds of $1,152,000; (ii) 1,900,002 common shares in the capital of the corporation that will qualify as flow-through shares within the meaning of Subsection 66(15) of the Income Tax Act (Canada) and Section 359.1 of the Taxation Act (Quebec) at a price of 24 cents per traditional flow-through share for gross proceeds of $456,000.48; and (iii) 2,875,000 common shares in the capital of the corporation that will qualify as flow-through shares within the meaning of Subsection 66(15) of the Income Tax Act (Canada) and Section 359.1 of the Taxation Act (Quebec) at a price of 41.5 cents per charitable flow-through share for gross proceeds of $1,193,125, for aggregate gross proceeds to the corporation of $2,801,125.48.

Canaccord Genuity Corp. and Paradigm Capital Inc. acted as finders in connection with the offering. In consideration for acting as a finder in connection with the offering, the corporation paid an aggregate of $21,000 in cash finders' fees to the finders, representing 6 per cent of the gross proceeds of the offered common shares and traditional flow-through shares that were sold to subscribers introduced by such parties, and issued an aggregate of 91,500 non-transferable warrants to purchase common shares in the capital of the corporation to the finders, representing 6 per cent of the offered common shares and traditional flow-through shares that were sold to subscribers introduced by such parties, with each finder's warrant being exercisable for one finder's warrant share at a price of 20 cents per finder's warrant share until June 5, 2025. In addition, the corporation also paid fees in the amount of approximately $20,000 (plus applicable taxes) in respect of one subscription under the offering.

The net proceeds from the sale of the offered common shares will be used for exploration and development activities and for working capital and general corporate purposes. The corporation will use an amount equal to the gross proceeds received by the corporation from the sale of the flow-through shares, pursuant to the provisions in the Income Tax Act (Canada), to incur, directly or indirectly, expenses related to the corporation's projects in Quebec, on or before Dec. 31, 2024, that are eligible Canadian exploration expenses (as defined in the Income Tax Act (Canada)), which, in the case of the traditional flow-through shares, will qualify as flow-through mining expenditures (as defined in the Income Tax Act (Canada)), and, in the case of the charitable flow-through shares, will qualify as flow-through critical mineral mining expenditures (as defined in the Income Tax Act (Canada)), and renounce all the qualifying expenditures in favour of the applicable subscribers of the flow-through shares effective Dec. 31, 2023. In addition, with respect to Quebec resident subscribers who are eligible individuals under the Taxation Act (Quebec), the Canadian exploration expenses will also qualify for inclusion in the exploration base relating to certain Quebec exploration expenses within the meaning of Section 726.4.10 of the Taxation Act (Quebec) and for inclusion in the exploration base relating to certain Quebec surface mining expenses or oil and gas exploration expenses within the meaning of Section 726.4.17.2 of the Taxation Act (Quebec).

Mario Stifano, the executive chairman of the corporation, Ernest Mast, the president and chief executive officer and a director of the corporation, 1974899 Ontario Ltd., a corporation wholly owned by Gavin Nelson, the chief financial officer of the corporation, and funds managed by Equinox Partners Investment Management LLC, an insider of the corporation, subscribed for 125,000 offered common shares, 208,334 traditional flow-through shares, 100,000 offered common shares and 500,000 offered common shares, respectively, under the offering on the same terms as arm's-length investors. Additionally, the corporation understands that funds managed by Equinox Partners were party to an arrangement with the initial subscribers of the charitable flow-through shares or donees thereof, pursuant to which funds managed by Equinox Partners purchased 2,875,000 common shares in the capital of the corporation. The participation of Mr. Stifano and Mr. Mast, 1974899, and Equinox Partners in the offering constitutes a related party transaction for the purposes of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The corporation is exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the offering in reliance on sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as neither the fair market value of the securities issued to the related parties nor the fair market value of the consideration for the securities issued to the related parties exceeds 25 per cent of the corporation's market capitalization as calculated in accordance with MI 61-101. The corporation did not file a material change report more than 21 days before the expected closing date of the offering as the aforementioned insider participation had not been confirmed at that time and the corporation wished to close the offering as expeditiously as possible.

The offering was made by way of private placement in each of the provinces of Canada pursuant to applicable exemptions from the prospectus requirements and, in the case of the offered common shares, in certain other jurisdictions, in each case in accordance with all applicable laws. The offering of the offered common shares was conducted on a private placement basis to persons in the United States who are accredited investors, as such term is defined in Rule 501(a) of Regulation D under the United States Securities Act of 1933, as amended, and in compliance with Rule 506(b) of Regulation D and applicable United States securities laws. The securities issued under the offering are subject to a four-month hold period under applicable Canadian securities laws which will expire on Oct. 7, 2023. The offering is subject to final acceptance of the TSX Venture Exchange.

About Dore Copper Mining Corp.

Dore Copper Mining aims to be the next copper producer in Quebec with an initial production target of 50 million pounds of copper equivalent annually by implementing a hub-and-spoke operation model with multiple high-grade copper-gold assets feeding its centralized Copper Rand mill1. The corporation has delivered its PEA (preliminary economic assessment) in May, 2022, and is proceeding with a feasibility study.

The corporation has consolidated a large land package in the prolific Lac Dore/Chibougamau and Joe Mann mining camps that has historically produced 1.6 billion pounds of copper and 4.4 million ounces of gold. The land package includes 13 former producing mines, deposits and resource target areas within a 60-kilometre radius of the corporation's Copper Rand mill.

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