Exploits Successfully Closes Non-Brokered Private Placement and Issues Stock Options
Toronto, Ontario--(Newsfile Corp. - September 30, 2024) - Exploits Discovery Corp. (CSE: NFLD) (OTCQX: NFLDF) (FSE: 634) ("Exploits" or the "Company") is pleased to announce completion of a non-brokered private placement of 12,692,500 flow-through shares at a price of $0.08 per flow-through share for gross proceeds of $1,015,400 (the "Offering"). In connection with the Offering, the Company paid to finders cash commissions totaling $25,344. All flow-through shares are subject to a four month hold period expiring January 28, 2025.
An insider of the Company participated in the Offering for $8,000. The issuance of flow-through shares to insiders is considered a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the formal valuation requirements of MI 61-101 pursuant to section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(a) in respect of such insider participation as the fair market value of the transaction, insofar as it involves interested parties, does not exceed 25% of the Company's market capitalization.
The gross proceeds received by the Company from the Offering will be used to incur eligible "Canadian exploration expenses" ("CEE") that are "flow-through mining expenditures" (as such term is defined in theIncome Tax Act(Canada)) related to the Company's mining projects.
The securities referred to in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements. "United States" and "U.S. person" have the respective meanings assigned in Regulation S under the U.S Securities Act.
The Company also announces that, in accordance with the Company's stock option plan, it has granted to certain of its directors, officers, employees and consultants incentive stock options to purchase up to an aggregate of 2,150,000 common shares exercisable on or before September 30, 2029 at a price of $0.08 per share.