19:45:46 EDT Thu 25 Apr 2024
Enter Symbol
or Name
USA
CA



Fabled Copper Corp
Symbol FCO
Shares Issued 44,009,760
Close 2020-07-14 C$ 0.07
Market Cap C$ 3,080,683
Recent Sedar Documents

Fabled Copper closes $4.6-million private placement

2020-08-14 11:45 ET - News Release

Mr. Peter Hawley reports

FABLED COPPER ANNOUNCES CLOSING OF $4.6 MILLION PRIVATE PLACEMENT OF SUBSCRIPTION RECEIPTS

Fabled Copper Corp. has closed its previously announced private placement of subscription receipts of the company at a price of five cents per subscription receipt for aggregate gross proceeds of $4.6-million. Mackie Research Capital Corp. was the sole agent for the offering and fully exercised its right to increase the size of the offering.

The offering was made in connection with a proposed transaction, previously announced in a press release dated July 15, 2020, under which Golden Minerals Company will grant Fabled the option to acquire a 100-per-cent interest in the Santa Maria mine located in the state of Chihuahua, Mexico.

Each subscription receipt entitles the holder, without payment of any additional consideration and without further action on the part of the holder, to receive one unit of securities of the company, upon the satisfaction of the escrow release conditions (as defined below) prior to the termination time (as defined below). Each unit will consist of one common share in the capital of Fabled and one common share purchase warrant. Each warrant will entitle the holder to purchase one common share at an exercise price of 10 cents until the second anniversary of the date of satisfaction of the escrow release conditions.

The net proceeds of the offering will be used to finance the proposed transaction, complete any required work program in relation to the proposed transaction and for general working capital purposes.

The net proceeds of the offering have been placed in escrow and will be released to the company (together with the interest earned thereon) upon satisfaction of the escrow closing conditions. For the purposes of the agreements which govern the subscription receipts, escrow release conditions include: (i) all conditions precedent, undertakings and other matters to be satisfied, completed and otherwise met at or prior to the completion of the proposed transaction (other than delivery of standard closing documentation and the required closing date payment and share issuance) having been satisfied or waived in accordance with the terms of the definitive agreement for the proposed transaction including, but not limited to completing the new National Instrument 43-101-compliant technical report on the Santa Maria project, incorporating a Mexican subsidiary and obtaining a favourable legal opinion as to title and ownership interests of the company and other relevant persons in the Santa Maria project; (ii) there having been no material amendments of the terms and conditions of the definitive agreement for the proposed transaction which have not been approved by the agent; (iii) the company having received all necessary regulatory and other approvals regarding the proposed transaction; and (iv) the company having delivered all such other documents as the agent may request for a transaction of this nature in a form satisfactory to the agent.

If (i) the escrow release conditions have not been satisfied by 5 p.m. ET on Nov. 12, 2020 (or such later date as the agent may consent to in writing); (ii) the proposed transaction is terminated in accordance with its terms; or (iii) the company has advised the agent or the public that it does not intend to proceed with the proposed transaction (in each case, the earliest of such times being the termination time), the company will be required to refund to each holder of subscription receipts the aggregate subscription price paid for the holder's subscription receipts, together with such holder's pro rata portion of the interest earned on the escrowed proceeds.

In connection with the offering, the agent is to receive an aggregate cash fee equal to 8.0 per cent of the gross proceeds from the offering (of which the agent received one-half on closing and the other one-half is held as part of the escrowed proceeds). In addition, the company issued to the agent 7.28 million non-transferable broker warrants. Each broker warrant entitles the agent to purchase one unit until the second anniversary of the date of satisfaction of the escrow release conditions at an exercise price of five cents per unit.

Additionally, Fabled intends to seek the approval of its shareholders, at a meeting, the date of which is to be announced, to complete a change of its name, which is expected to be changed to Fabled Silver Gold Corp.

About Fabled Copper Corp.

On July 15, 2020, Fabled announced that it has entered into a letter of intent for a proposed transaction under which Fabled will be granted the option to acquire a 100-per-cent interest in the Santa Maria silver-gold mine in the state of Chihuahua, Mexico. In addition, Fabled has existing copper properties, Muskwa and ChurchKey, located in Northern British Columbia.

We seek Safe Harbor.

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