Mr. Paul Harbidge reports
FARADAY COPPER ANNOUNCES CLOSING OF C$23 MILLION BOUGHT DEAL FINANCING
Faraday Copper Corp. has completed its previously announced bought deal financing, including the exercise in full of the underwriters' overallotment option, for a total of 28.75 million common shares sold at a price of 80 cents per common share for aggregate gross proceeds to the company of $23-million.
Paul Harbidge, President and CEO, commented "We are pleased to close another successful financing backed by strong institutional support and key partners, including the Lundin family, Murray Edwards, and Pierre Lassonde."
The Offering was underwritten by Ventum Financial Corp., Canaccord Genuity Corp. and TD Securities Inc. as co-lead underwriters and joint bookrunners (collectively, the "Underwriters").
The Offering was completed by way of a prospectus supplement dated May 24, 2024 (the "Prospectus Supplement") and filed in all provinces and territories of Canada, other than Quebec, under the Company's base shelf prospectus dated October 21, 2022. The Common Shares were also sold in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and other jurisdictions outside of Canada.
The Common Shares have been conditionally approved for listing on the Toronto Stock Exchange ("TSX"). The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the final approval of the TSX.
The Company intends to use the net proceeds from the Offering to fund advancement of the Copper Creek Project, located in Arizona, U.S., and for working capital and general corporate purposes as set out in the Prospectus Supplement.
The Common Shares offered in the Offering have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Related Party Disclosure
Russell Ball who is the Chair of the Board of Directors of the Company acquired an aggregate of 125,000 Common Shares pursuant to the Offering, which constitutes a "related party transaction" pursuant to Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions ("MI 61-101"). Mr. Ball's participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance upon the exemptions contained in Section 5.5(a) and 5.7(1)(a), respectively, of MI 61-101. A material change report was not filed more than 21 days in advance of the closing as the launch of the Offering only occurred within a short period of time prior to the closing of the Offering, and the Company wished to close the Offering on an expedited basis for sound business reasons.
About Faraday Copper
Faraday Copper is a Canadian exploration company focused on advancing its flagship copper project in Arizona, U.S. The Copper Creek project is one of the largest undeveloped copper projects in North America with significant district scale exploration potential. The Company is well-funded to deliver on its key milestones and benefits from a management team and board of directors with senior mining company experience and expertise. Faraday trades on the TSX under the symbol "FDY".
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