Kermode Resources arranges $150,00 private placement
2022-01-19 16:24 ET - News Release
Mr. Peter Bell reports
KERMODE ANNOUNCES PRIVATE PLACEMENT
Kermode Resources Ltd. has arranged a non-brokered private placement of six million units of the company at a price of 2.5 cents per unit for gross proceeds of $150,000. Each unit consists of one common share of the company and one common share purchase warrant. Each warrant is exercisable to acquire one common share of the company at a price of five cents per warrant share for a period of 24 months from the closing of the offering with no accelerator conditions.
The proceeds will be used for general working capital purposes. The proceeds of the financing will not primarily be used to pay management fees or for investor relations activities, and there will be no payments to related parties of the issuer.
Completion of the private placement is subject to acceptance by the TSX Venture Exchange. All shares issued pursuant to the private placement will be subject to resale restrictions under applicable securities legislation and the rules of the TSX-V.
A portion of the offering may be completed in accordance with the exemption set out in B.C. Instrument 45-536 (exemption from prospectus requirement for certain distributions through an investment dealer) and to existing shareholders of the company pursuant to the exemption set out in B.C. Instrument 45-534 (exemption from prospectus requirement for certain trades to existing security holders).
For subscribers utilizing the existing shareholder exemption, the offering is available to all shareholders of the company as at Jan. 25, 2021 (and who are still shareholders on the date of closing), who are eligible to participate under the existing shareholder exemption. Any person who becomes a shareholder of the company after the record date is not permitted to participate in the offering using the existing shareholder exemption but other exemptions may still be available to them. shareholders who became shareholders after the record date should consult their professional advisors when completing their subscription form to ensure that they use the correct exemption. Orders will be processed by the company on a first come, first served basis such that it is possible that a subscription received from a shareholder may not be accepted by the company if the offering is over subscribed.
There are conditions and restrictions when relying upon the existing shareholder exemption: (i) the subscriber must be a shareholder of the company on the record date (and must still be a shareholder on date of closing); (ii) the subscriber must be purchasing the units as a principal, i.e. for their own account and not for any other party; and (iii) the subscriber may not purchase more than $15,000 value of securities from Kermode in any 12-month period, unless they have first received suitability advice from a registered investment dealer and, in such case, subscribers will be asked to confirm the registered investment dealer's identity and employer.
As required by the investment dealer exemption, the company confirms there is no material fact or material change relating to the company that has not been generally.
On closing, the company may pay finder's fees in respect of a portion of the offering in accordance with the policies of the TSX Venture Exchange. All securities issued in connection with the offering will be subject to a four-month-and-one-day hold period under applicable securities laws.
About Kermode Resources Ltd.
Kermode is a junior mining company hunting for exploration opportunities around the world.
We seek Safe Harbor.
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