Mr. Richard Penn reports
FIRST ATLAS ANNOUNCES $2 MILLION BOUGHT DEAL LIFE OFFERING OF UNITS
First Atlas Resources Corp. has entered into an agreement with Research Capital Corp. (RCC), as sole underwriter and sole bookrunner, in connection with a bought deal private placement offering under the LIFE (as defined herein) of 28,572,000 units of the company at a price of seven cents per unit for aggregate gross proceeds of $2,000,040.
Each unit will consist of one common share of the company and one common share purchase warrant. Each warrant shall entitle the holder to purchase one common share of the company at an exercise price of nine cents at any time on or before that date that is 36 months from the issuance thereof, subject to adjustment in certain circumstances.
The company intends to use the net proceeds from the offering for general working capital purposes.
The underwriter has also been granted an option, exercisable in full or in part up to 48 hours prior to the closing date, to sell up to an additional 4,285,800 units at the issue price for additional gross proceeds of up to $300,006. The offering will be completed pursuant to the terms of an underwriting agreement to be entered into among the company and the underwriter.
The units will be issued in reliance on the listed issuer financing exemption available under Part 5A of National Instrument 45-106, Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, in each of the provinces of Canada, except Quebec. The securities issued under the offering are expected to be immediately freely tradeable under applicable Canadian Securities legislation if sold to purchasers resident in Canada. The units sold under the offering may also be issued to purchasers outside of Canada, including to purchasers resident in the United States, pursuant to one or more exemptions from the registration requirements of the United States Securities Act of 1933, as amended, which will be subject to resale restrictions.
An offering document related to the offering will be available on SEDAR+ under First Atlas's issuer profile and on its corporate website within the time period prescribed under NI 45-106. Prospective investors should read this offering document before making an investment decision.
The offering is scheduled to close on or about the week of June 8, 2026, or such other date as the company and the underwriter may agree. Completion of the offering is subject to certain closing conditions, including the receipt of all necessary approvals, including the approval of the Canadian Securities Exchange.
The underwriter will receive a cash commission of 8.0 per cent of the aggregate gross proceeds of the offering and such number of broker warrants as is equal to 8.0 per cent of the number of units sold under the offering. Each broker warrant entitles the holder to purchase one unit at an exercise price equal to seven cents for a period of 36 months following the closing date.
About First Atlas Resources Corp.
First Atlas Resources is a Canadian exploration company focused on the discovery of natural hydrogen resources in Nova Scotia. The company is advancing a systematic exploration program across the Cobequid Chedabucto structural corridor using modern geological and geophysical targeting methodologies.
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