03:53:59 EDT Sun 19 May 2024
Enter Symbol
or Name
USA
CA



Fokus Mining Corp
Symbol FKM
Shares Issued 104,518,793
Close 2023-06-09 C$ 0.06
Market Cap C$ 6,271,128
Recent Sedar Documents

Fokus completes $343,700 first closing of placement

2023-06-09 16:32 ET - News Release

Mr. Jean Rainville reports

FOKUS MINING ANNOUNCES FIRST CLOSING OF PRIVATE PLACEMENT

Fokus Mining Corp. has held a first closing of a non-brokered private placement, in which it issued 3,065,000 units at a price of eight cents per unit for aggregate gross proceeds to Fokus of $245,200 and 985,000 flow-through units at a price of 10 cents per FT unit for aggregate gross proceeds to Fokus of $98,500. Each of the units is composed of one common share and one common share purchase warrant, and each of the FT units is composed of one common share and one-half of a common share purchase warrant. Each unit warrant entitles its holder to acquire one additional common share of Fokus at a price of 12 cents for a period of three years from the closing date, and each FT unit warrant entitles its holder to acquire one additional common share of Fokus at a price of 12 cents for a period of two years from the closing date. Fokus intends to use the proceeds from the FT units for exploration of its Galloway property located in the province of Quebec and the proceeds from the units for working capital purposes.

Additional closings of the private placement may be held until July 24, 2023, subject to a maximum of 3,185,000 units at a price of eight cents per unit and a maximum of 4,015,000 FT units at a price of 10 cents per FT unit to subscribers in Quebec for total maximum gross proceeds of $656,300.

Two officers and directors of the company purchased indirectly an aggregate of 340,000 units for total consideration of $27,200, as follows: (i) 4470524 Canada Inc., a company controlled by Jean Rainville, the president, chief executive officer and a director of the company, purchased 40,000 units at a price of eight cents per unit (representing 0.04 per cent of the issued and outstanding common shares of the company following the closing of the private placement); and (ii) 6988024 Canada Inc., a company controlled by Sylvain Champagne, the chief financial officer and a director of the company, purchased 300,000 units at a price of eight cents per unit (representing 0.29 per cent of the issued and outstanding common shares of the company following the closing of the private placement).

Immediately after the closing of the private placement: (i) Mr. Rainville owned, directly and indirectly, 729,000 common shares, 315,000 common share purchase warrants and 975,000 stock options of the company; and (ii) Mr. Champagne owned, directly and indirectly, or exercise control over 2,323,286 common shares, 905,643 common share purchase warrants and 960,000 stock options of the company.

Each of the insiders is considered a related party and an insider of the company for the purposes of applicable securities laws and stock exchange rules. The subscription and issuance of units to each of the insiders constitute a related-party transaction, but is exempt from the formal valuation and minority approval requirements of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) as the company's securities are not listed on any stock exchange identified in Section 5.5(b) of MI 61-101 and neither the fair market value of the units issued to each of the insiders, nor the fair market value of the entire private placement exceeds 25 per cent of the company's market capitalization. The company did not file a material change report with respect to the participation of the insiders at least 21 days prior to the closing of the private placement as the insiders' participation was not determined at that time.

Mr. Rainville and Mr. Champagne, each of whom is a director of the company, have disclosed their interest to the board of the directors of the company pursuant to Section 120 of the Canada Business Corporations Act to the effect that they may participate in the private placement and subscribe to units and/or FT units. The terms of the private placement and the agreements relating thereto were submitted to and unanimously approved by way of a resolution adopted by all the directors of the company other than the non-independent directors. The non-independent directors did not vote on the resolution to approve the private placement and the agreements relating thereto. The remaining directors determined that the private placement was in the best interest of the company.

As a result of the first closing of the private placement, there are 104,518,793 common shares of Fokus issued and outstanding. Under applicable securities legislation, the securities issued in the private placement are subject to a four-month hold period, expiring on Oct. 10, 2023.

About Fokus Mining Corp.

Fokus is a mineral resource company actively, acquiring and exploring precious metal deposits located in the province of Quebec, Canada. In implementing this major undertaking within the Canadian mining industry, it is determined to unlock the secret of the Galloway gold project.

The Galloway project covers an area of 2,865.54 hectares and is located just north of the Cadillac-Larder Lake deformation, which extends laterally for more than 100 kilometres. Numerous gold deposits are related to that structure and its subsidiaries. The current work focuses on a small western portion of the mineral claims where several mineral occurrences have been identified.

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