Mr. Harry Barr reports
METALQUEST MINING ANNOUNCES NON-BROKERED PRIVATE PLACEMENT
Metalquest Mining Inc.
has arranged a non-brokered private placement financing of up to 8,333,333 flow-through units, which will consist of critical mineral eligible flow-through, Quebec eligible flow-through and national flow-through units, all at a price of 18 cents per FT unit raising gross proceeds of up to $1.5-million and up to six million non-flow-through units at a price of 17 cents per NFT unit raising gross proceeds of up to $1.02-million.
The FT units will be composed of one flow-through common share of the company and one-half of one share purchase warrant. Each whole warrant will entitle the holder thereof to purchase one additional common share of the company at an exercise price of 40 cents per share, for a period of two years from closing, subject to TSX Venture Exchange approval.
Each NFT unit is composed of one common share of the company and one-half of one share purchase warrant. Each whole warrant will entitle the holder thereof to purchase one additional common share of the company at an exercise price of 40 cents per share, for a period of two years from closing, subject to final exchange approval. Finders' fees may be paid in the next closing and are also subject to exchange approval.
The company may pay, to eligible persons, a finder's fee with respect to the sale of the units to non-insiders, which may be composed of 5 per cent in cash and/or 5 per cent in non-transferable share purchase warrants. Any finder's fee warrants issuable will entitle the finder to purchase one common share at an exercise price of 40 cents for a period of two years from closing of the private placement.
The proceeds of the FT unit private placement will be used
on the Superior iron project
and flow-through eligible properties in Quebec and Canada. Proceeds of the NFT unit private placement will be used for working capital and exploration.
All securities issued in connection with the NFT units, the FT units and the finder's fee warrants are subject to a four-month-and-a-day hold period in accordance with applicable Canadian securities laws.
Insiders and an existing control person of the company will participate in the private placement. The issuance of any NFT units or FT units to insiders will constitute a related-party transaction under Multilateral
Instrument 61-101
(Protection of Minority Security Holders in Special Transactions). The company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements under sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as neither the fair market value of the units or FT units to be purchased on behalf of insiders nor the consideration to be paid by insiders is anticipated to exceed 25 per cent of the company's market capitalization. A
material
change
report
will
be
filed
fewer than 21 days prior to the closing of the offering as the details of insider participation are not yet known.
We seek Safe Harbor.
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