06:45:41 EDT Sun 19 May 2024
Enter Symbol
or Name
USA
CA



QCX Gold Corp
Symbol QCX
Shares Issued 65,586,312
Close 2023-08-29 C$ 0.045
Market Cap C$ 2,951,384
Recent Sedar Documents

QCX Gold closes $490,000 private placement

2023-08-29 14:57 ET - News Release

Mr. Aaron Stone reports

QCX GOLD ANNOUNCE CLOSING OF PRIVATE PLACEMENT

QCX Gold Corp., further to its news release of Aug. 8, 2023, has closed a non-brokered private placement through the issuance of 3.6 million units in the capital of the company at a price of five cents per unit and 6.2 million flow-through (FT) units at a price of five cents per FT unit, for aggregate gross proceeds of $490,000.

Each unit comprises one common share in the capital of the company and one common share purchase warrant. Each warrant entitles the holder thereof to purchase one common share at a price of 10 cents for a period of 24 months from the date of issuance. Each FT unit comprises one common share in the capital of the company, issued on a flow-through basis, and one-half of one whole warrant. The FT shares will qualify as flow-through shares within the meaning of Subsection 66(15) of the Income Tax Act (Canada).

All securities issued pursuant to the offering will be subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation. The gross proceeds from the sale of the FT units will be used by the company to incur eligible Canadian exploration expenses that will qualify as flow-through expenditures as such terms are defined in the Income Tax Act (Canada). The gross proceeds from the units will be used for general working capital purposes.

In connection with the closing of the offering, the company paid certain eligible finders cash commissions in the aggregate of $33,600, of which $26,600 was paid through the issuance of 532,000 units and issued the finders an aggregate of 532,000 non-transferrable broker warrants. Each broker warrant entitles the holder thereof to purchase one unit at a price of five cents at any time for a term of two years following the date of issuance.

Pursuant to the offering, Generic Capital Corp. received 2.6 million units. Prior to the completion of the offering, Generic held 10,427,500 common shares, representing approximately 15.89 per cent of the issued and outstanding common shares on a non-diluted and partially diluted basis. Upon completion of the offering, Generic holds 13,027,500 common shares and 2.6 million warrants, representing approximately 17.15 per cent of the company's issued and outstanding common shares on a non-diluted basis, and approximately 19.90 per cent on a partially diluted basis. Depending on market and other conditions, or as future circumstances may dictate, Generic may from time to time increase or decrease its holdings of common shares or other securities of the company. A copy of the early warning report will be available on the company's issuer profile on SEDAR+.

The offering constituted a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, as an insider of the company subscribed for 2.6 million units pursuant to the offering. The company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the company is not listed on a specified market and the fair market value of the participation in the offering by the insider does not exceed 25 per cent of the market capitalization of the company in accordance with MI 61-101. 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 of the offering, which the company deems reasonable in the circumstances in order to complete the offering in an expeditious manner.

The closing of the offering is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the TSX Venture Exchange.

About QCX Gold Corp.

QCX Gold is exploring for gold and VMS-style (volcanic massive sulphide) mineralization on its highly prospective and well-located properties in Quebec, Canada. The Golden Giant project is located in the James Bay region, only 2.9 kilometres from Azimut Exploration Inc.'s Patwon discovery on their Elmer gold project. The Fernet project is located in the Abitibi greenstone belt and is contiguous with Wallbridge Mining Company Ltd.'s Fenelon/Martiniere property. Both properties are in close proximity to major discoveries, which bodes well for exploration.

We seek Safe Harbor.

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