18:57:22 EDT Wed 08 May 2024
Enter Symbol
or Name
USA
CA



Coloured Ties Capital Inc
Symbol TIE
Shares Issued 15,282,491
Close 2023-12-06 C$ 0.51
Market Cap C$ 7,794,070
Recent Sedar Documents

Coloured, First Responder amend share exchange deal

2023-12-07 14:13 ET - News Release

Also News Release (C-WPN) First Responder Technologies Inc (2)

Mr. Kal Malhi of Coloured Ties reports

COLOURED TIES AND FIRST RESPONDER ANNOUNCE AMENDMENT TO SHARE EXCHANGE AGREEMENT

Further to Coloured Ties Capital Inc. and First Responder Technologies Inc.'s joint news release on May 9, 2023, First Responder has entered into an amending agreement with Quebec Pegmatite Corp. (QPC), a subsidiary of Coloured Ties, to amend the share exchange agreement First Responder and QPC entered into on May 8, 2023, with respect to their proposed business combination transaction.

The parties have agreed to revise the terms of the concurrent financing announced in the May 9 news release whereby, amongst others, QPC will instead arrange two concurrent non-brokered private placements.

The first concurrent financing will consist of the issuance of up to four million units of QPC at a price of 15 cents per non-FT unit for gross proceeds of up to $600,000. The second concurrent financing will consist of up to 3,448,276 flow-through shares of QPC at a price of 29 cents per charity FT share, for gross proceeds of up to approximately $1-million.

Each non-FT unit will comprise one common share in the capital of QPC and one whole share purchase warrant. Each warrant will entitle the holder to purchase one additional share for a period of five years from the date of issuance at an exercise price of 25 cents per warrant share. The warrants will be subject to an accelerated expiry upon 30 days notice from QPC in the event the common shares of QPC trade 14 consecutive trading days at a volume-weighted average price of at least 50 cents on the stock exchange the shares are then listed or traded.

Each FT share will be issued as a flow-through share within the meaning of the Income Tax Act (Canada) that will be issued as part of a charity arrangement.

The gross proceeds from the issuance of the FT shares will be used to incur Canadian exploration expenses that will qualify as flow-through mining expenditures, as such terms are defined in the tax act, related to QPC's Mazerac property located near the town of Val d'Or, Que. All such expenditures will be incurred on or before Dec. 31, 2024, and renounced to the initial purchasers of the FT shares with an effective date no later than Dec. 31, 2023. For a Quebec resident subscriber who is an eligible individual under the Taxation Act (Quebec), each of the renounced expenses will qualify (i) as an expense for inclusion in the exploration base relating to certain Quebec exploration expenses within the meaning of Section 726.4.10 of the Taxation Act (Quebec), and (ii) as an expense for inclusion in the exploration base relating to certain Quebec surface mining expenses or oil and gas exploration expenses within the meaning of Section 726.4.17.2 of the Taxation Act (Quebec).

The net proceeds from the sale of non-FT units will be used to finance the expenses of the proposed transaction and the working capital requirements of First Responder following the closing of the proposed transaction.

QPC may pay a finder's fee in connection with the Concurrent financings to eligible arm's-length finders in accordance with the policies of the TSX Venture Exchange and the Canadian Securities Exchange.

Upon closing of the proposed transaction, the securities issuable pursuant to the concurrent financings shall be exchanged for securities of First Responder on a one-for-one basis and on the same terms as the warrants. Neither Coloured Ties nor First Responder, nor any of their associates, will be participating in the concurrent financings.

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