Mr. Ernest Mast reports
DORE COPPER ANNOUNCES CLOSING OF $4.676 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 offering, pursuant to which the corporation sold an aggregate of: (i) 20,960,955 common shares in the capital of the corporation at a price of 10.5 cents per common share for gross proceeds of approximately $2,200,900; (ii) 1.4 million 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 12.5 cents per traditional flow-through share for gross proceeds of $175,000; and (iii) 11.5 million 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 20 cents per charitable flow-through share for gross proceeds of $2.3-million, for aggregate gross proceeds to the corporation of approximately $4,675,900. The offering was oversubscribed.
Canaccord Genuity Corp. and Red Cloud Securities 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 $3,000 in cash finders' fees to the finders, representing 6 per cent of the gross proceeds of the traditional flow-through shares that were sold to subscribers introduced by such parties, and issued an aggregate of 24,000 non-transferable warrants to purchase common shares in the capital of the corporation to the finders, representing 6 per cent of the 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 10.5 cents per finder's warrant share until Sept. 26, 2026.
The net proceeds from the sale of the common shares will be used for exploration and development activities, feasibility study work, permitting activities, and 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, on or before Dec. 31, 2025, expenses related to the corporation's projects in Quebec that are eligible Canadian exploration expenses (as defined in the Income Tax Act (Canada)), which 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, 2024. In addition, with respect to subscribers who are eligible individuals under the Taxation Act (Quebec), the qualifying expenditures 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 exploration expenses within the meaning of Section 726.4.17.2 of the Taxation Act (Quebec).
Ocean Partners U.K. Ltd., an insider of the corporation, and funds managed by Equinox Partners Investment Management LLC, an insider of the corporation, subscribed for 7,719,047 common shares and 7,719,048 common shares, respectively, under the offering on the same terms as arm's-length investors. Additionally, the corporation understands that Ocean Partners and funds managed by Equinox Partners were each party to an arrangement with the initial subscribers of the charitable flow-through shares or donees thereof, pursuant to which Ocean Partners and funds managed by Equinox Partners each purchased 5.75 million common shares in the capital of the corporation. The participation of Ocean Partners 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 common shares, in certain other jurisdictions, in each case in accordance with all applicable laws. The offering of the 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 U.S. 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 Jan. 27, 2025. The offering is subject to final acceptance of the TSX Venture Exchange.
About Dore Copper Mining Corp.
Dore Copper aims to be the next copper producer in Quebec with an initial production target of 50-million-plus 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 delivered its 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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