Mr. David Patterson reports
QUEBEC NICKEL CORP. ANNOUNCES OFFERING OF UP TO $10 MILLION
Quebec Nickel Corp. has arranged a private placement of: (i) up to $5-million of units at a price of 20 cents per unit; and (ii) up to $2-million of flow-through (FT) shares at a price of 24 cents per FT share and up to $3-million Quebec flow-through shares at a price of 25 cents per Quebec FT share, for maximum aggregate gross proceeds of up to $10-million. The offering is being led by EMD Financial Inc.
Each unit shall comprise one common share in the capital of the company and one-half of a common share purchase warrant of the company. Each whole warrant shall entitle the holder thereof to acquire one additional common share at a price of 30 cents for a period of two years from the closing date of the offering. The FT shares and Quebec FT shares will qualify as flow-through shares within the meaning of subsection 66(15) of the Income Tax Act (Canada).
The net proceeds from the issuance of the units will be used for general working capital purposes. The gross proceeds from the issuance of the FT shares and Quebec FT shares will be used for Canadian exploration expenses and will qualify as flow-through mining expenditures, as defined in subsection 127(9) of the Income Tax Act (Canada) and under section 359.1 of the Taxation Act (Quebec); they will be incurred on or before Dec. 31, 2023, and renounced to the subscribers with an effective date no later than Dec. 31, 2022, in an aggregate amount not less than the gross proceeds raised from the issue of the FT shares and Quebec FT shares, as the case may be. In addition, with respect to Quebec resident subscribers of Quebec FT shares and who are eligible individuals under the Taxation Act (Quebec), the Canadian exploration expenses will also qualify 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 for inclusion in the exploration base relating to certain Quebec surface mining expenses or oil and gas exploration expenses, within the meaning of section 7188.8.131.52 of the Taxation Act (Quebec).
In connection with the offering, the company will pay finder's fees and issue finder warrants to EMD Financial, as well as any other registrants participating in the offering, consisting of: (i) cash finder's fees of up to 6 per cent of the gross proceeds of the offering; and (ii) finder warrants in an amount equal to up to 6 per cent of the number of units, FT shares and QC FT shares issued pursuant to the offering, exercisable at a price of 30 cents per common share for a period of two years following the closing date.
The units offered as a part of the offering shall be offered (i) pursuant to applicable prospectus exemptions in accordance with National Instrument 45-106 -- Prospectus Exemptions or in Quebec pursuant to Regulation 45-106 -- Prospectus Exemptions (NI 45-106), and (ii) to purchasers resident in all provinces of Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106. The company may issue up to an aggregate of 22.5 million units for maximum aggregate gross proceeds of $4.5-million under the listed issuer financing exemption. Units offered under the listed issuer financing exemption will not be subject to resale restrictions, pursuant to applicable Canadian securities laws. All other securities issued pursuant to the offering will be subject to the statutory hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws.
There is an offering document related to the offering that can be accessed under the company's profile on SEDAR and the company's website. Prospective investors should read this offering document before making an investment decision.
The offering is anticipated to close on or about Dec. 8, 2022, or such later date as the company may determine. The closing is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the Canadians Securities Exchange (CSE).
About Quebec Nickel Corp.
Quebec Nickel is a mineral exploration company focused on acquiring, exploring and developing nickel projects in Quebec, Canada. The company has a 100-per-cent interest in the Ducros property consisting of 280 contiguous mining claims covering 15,147 hectares within the eastern portion of the Abitibi greenstone belt in Quebec, Canada.
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