Mr. Rick Gittleman reports
INTERRA COPPER ANNOUNCES CLOSING OF FIRST TRANCHE PRIVATE PLACEMENT,
CREDIT FACILITY AND CEO APPOINTMENT
Further to Interra Copper Corp.'s news release
of Feb. 23, 2024, which announced a non-brokered private placement offering up to an aggregate of two million units at a price of 20
cents per unit for gross proceeds of up to $400,000, the company has closed the first tranche of this non-brokered private placement raising aggregate
proceeds of $145,000.
The company issued 725,000 units at a price of 20 cents per unit. Each unit
consists of one common share in the capital of the company and one-half of one share purchase warrant, whereby each whole share purchase warrant shall be convertible into an additional share at an exercise
price of 35 cents per warrant share. Each warrant shall expire on the date that is two years
following the date of issuance. The expiry date is subject to acceleration
in the event the volume-weighted average trading price of the company's common shares
on the Canadian Securities Exchange is equal to or greater than 45 cents for a continuous 30-day period at any time after that date which is four months following the date of issuance,
in which case the expiry date of the warrants shall automatically accelerate and the warrants
will expire on that date which is 30 days after the date on which notice of such acceleration
event is provided to the holder.
Proceeds from the first tranche private placement are intended for exploration activities
and general working capital purposes. The securities issued under the first tranche private placement will be subject to a statutory hold period expiring July 15, 2024.
In connection with the first tranche private placement, two insiders of the company purchased an aggregate of 325,000 units for total consideration of $65,000 as
follows: (i) Richard Gittleman, chief executive officer and director of the company, purchased 250,000 units
for total consideration of $50,000, and (ii) Jason Nickel, chief operating officer and director
of the company, purchased 75,000 units for total consideration of $15,000. The participation
by the insiders in the first tranche private placement constitutes a related party
transaction as defined under Multilateral Instrument 61-101 -- Protection of Minority Security
Holders in Special Transactions. The company is relying on the exemptions
from the valuation and minority shareholder approval requirements of MI 61-101 contained
in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the units
purchased by insiders, nor the consideration for the units paid by insiders, exceeds 25 per cent of
the company's market capitalization. The company did not file a material change report in
respect of the related party transaction at least 21 days before the closing of the first tranche
private placement, which the company deems reasonable in the circumstances in order to
complete the first tranche private placement in an expeditious manner.
No finders' fees were paid in connection with the first tranche private placement.
The second tranche is expected to close on or about March 29, 2024, subject to certain
conditions, including, but not limited to, the receipt of all necessary regulatory and other
approvals.
Credit facility
In addition, as announced in the news release dated Feb. 23, 2024, the company has
entered into a revolving credit facility with a (lender) of up to $400,000. The terms of the
facility are as follows:
Amount:
$400,000
Interest: 9 per cent annually
Term: two years
Security:
unsecured
Termination: two years, or earlier in the event of a material adverse financial change of the
company
Conversion: At any time, the lender may notify the company that any outstanding debt,
plus accrued interest, should be converted into equity on a five-day volume
weighted average market price of the shares. No part of any loan drawn from
the facility is callable by the lender for cash. The company has the right to pay
any amount drawn from the facility, plus accrued interest, in cash without a
notice period.
President and CEO
Finally, the company wishes to announce the appointment of Richard Gittleman as president
and chief executive officer. Mr. Gittleman has been acting as interim president and CEO since September,
2023. Mr. Gittleman, president and CEO, states: "Originally it was not my intent to take on
the role of the chief executive officer on a permanent basis. The past six months have
convinced me that the Interra team and vision is the right one and that the shareholders of
Interra need a CEO fully committed to the company's success. Accordingly, it is with great
pleasure I announce that the Interra board has asked me, and I have accepted, to serve as
the permanent CEO of Interra."
We seek Safe Harbor.
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