Mr. Tom Meyer reports
ARCHER EXPLORATION CLOSES $2 MILLION NON-BROKERED PRIVATE PLACEMENT
Further to the news releases dated Oct. 23 and Nov. 15, 2023, Archer Exploration Corp. has closed its non-brokered private placement for gross proceeds of $2,038,030.
Pursuant to the offering, the company issued: (i) 10,602,400 non-flow-through units at a price of eight cents per NFT unit; (ii) 5,998,200 flow-through units at a price of nine cents per FT unit; and (iii) 6.5 million Quebec flow-through units at a price of 10 cents per QFT unit.
Each NFT unit is composed of one common share in the capital of the company and one non-transferable common share purchase warrant. Each FT unit and QFT unit is composed of one common share that qualifies as a flow-through share within the meaning of Subsection 66(15) of the Income Tax Act (Canada) and one warrant. The warrants comprising each of the NFT units, FT units and QFT units are subject to the same terms, with each warrant entitling the holder thereof to purchase one common share for a period of three years from the date of issuance at an exercise price of 16 cents per warrant share.
The gross proceeds from the sale of FT units and QFT units will be used by the company to incur eligible Canadian exploration expenses that qualify as flow-through critical mineral mining expenditures as such terms are defined in the tax act, with all proceeds from the sale of QFT units and FT units used to incur qualifying expenditures on the company's flagship Grasset nickel project in Quebec, Canada, and the company's nickel exploration assets located in the Sudbury basin of Ontario, Canada, as applicable. All qualifying expenditures will be renounced in favour of the subscribers of the FT units and CFT units, effective Dec. 31, 2023, and incurred on or before Dec. 31, 2024. The net proceeds from the sale of NFT units will be used for general working capital purposes.
Certain directors and officers of the company participated in the offering and purchased a total of 1,984,275 NFT units and 222,200 FT units. Participation by the insiders in the offering is considered a related-party transaction pursuant to Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the insiders' participation in the offering in reliance of sections 5.5(a) and 5.7(a) of MI 61-101, respectively, on the basis that participation in the offering by the insiders did not exceed 25 per cent of the fair market value of the company's market capitalization.
In connection with the offering, the company paid aggregate cash finders' fees in the amount of $73,705.55 and issued a total of 120,750 non-transferable finders' warrants. Each finder's warrant entitles the holder thereof to purchase one common share at a price of 16 cents per common share for a period of 18 months from the closing date of the offering. All securities issued in connection with the offering are subject to a four-month statutory hold period in accordance with applicable securities laws and the policies of the Canadian Securities Exchange.
About Archer Exploration Corp.
Archer is a Canadian nickel-copper-cobalt-platinum-group-element-focused exploration and development company with an extensive portfolio of assets in Quebec and Ontario, Canada. The company's flagship asset is the Grasset project, located within the Abitibi greenstone belt, with an indicated resource of 5.5 million tonnes of 1.53 per cent nickel equivalent. In addition, the company holds a portfolio of 37 properties and over 300 square kilometres in the world-class mining district of Sudbury, Ont.
The company's growth strategy is focused on the exploration and development of its nickel sulphide properties within its portfolio. Archer's vision is to be a responsible nickel sulphide developer in stable pro-mining jurisdictions. Archer is committed to socially responsible exploration and development, working safely, ethically and with integrity.
We seek Safe Harbor.
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