Toronto, Ontario--(Newsfile Corp. - August 4, 2023) - MINK Ventures Corporation (TSXV: MINK) ("MINK" or the "Company") is pleased to announce that it has closed the third and final tranche of the non-brokered private placement announced on June 21, 2023 (the "Private Placement"). The third tranche raised gross proceeds of $63,150 from the issuance of 421,000 hard dollar units (the "HD Units") at a price of $0.15 per HD Unit. No flow-through units (the "FT Units") at a price of $0.18 per FT Unit were issued in this tranche. The total gross proceeds raised from all tranches of the Private Placement was $386,659.74.
Each HD Unit consists of one common share of the Company (a "Common Share") and one Common Share purchase warrant ("HD Warrant"). Each HD Warrant entitles the holder thereof to acquire one (1) Common Share of the Company for a period of thirty-six (36) months from the date of issuance at an exercise price of $0.20 for the first eighteen (18) months and an exercise price of $0.25 for the remaining eighteen (18) months.
Each FT Unit consists of one Common Share of the Company (a "FT Share") and one Common Share purchase warrant ("FT Warrant"). Each FT Warrant entitles the holder thereof to acquire one (1) Common Share of the Company for a period of thirty-six (36) months from the date of issuance at an exercise price of $0.20 for the first eighteen (18) months and an exercise price of $0.25 for the remaining eighteen (18) months.
The Company paid aggregate finder's fees for all tranches totaling $22,080.45 in cash and 140,105 finder's warrants (the "Finder's Warrants"). Each Finder's Warrant entitles the holder thereof to acquire one (1) Common Share of the Company for a period of thirty-six (36) months from the date of issuance at an exercise price of $0.20 for the first eighteen (18) months and an exercise price of $0.25 for the remaining eighteen (18) months. All finder's fees are subject to compliance with applicable securities legislation and TSX Venture Exchange policies.
All securities issued in this closing of the Private Placement are subject to statutory four month plus a day, hold periods expiring on December 5, 2023. The Private Placement remains subject to obtaining final approval of the TSX Venture Exchange.
The FT Shares were issued as "flow-through shares" within the meaning of the Income Tax Act (Canada) (the "Tax Act") An amount equal to the portion of the subscription price that is directly attributable to the consideration paid for the subscription and issuance of the FT Shares will be used to incur eligible resource exploration expenses which will qualify as (i) "Canadian exploration expenses" (as defined in the Tax Act), and (ii) "flow-through critical mineral mining expenditures" (as defined in subsection 127(9) of the Tax Act) (collectively, the "Qualifying Expenditures"). Qualifying Expenditures in an aggregate amount equal to the gross proceeds raised from the issuance of the FT Shares will be renounced to the initial purchasers of the FT Units with an effective date no later than December 31, 2023. If the Company is unable to renounce such Qualifying Expenditures, or if the Qualifying Expenditures renounced are reduced by the Canada Revenue Agency, the Company will, to the extent permitted by the Tax Act, indemnify each purchaser of FT Units for any additional taxes payable by such purchaser as a result of the Company's failure to renounce the Qualifying Expenditures. The FT Warrants will not be issued as "flow-through shares" within the meaning of the Tax Act.
Certain directors and officers of the Company purchased an aggregate of 100,000 FT Units pursuant to the Private Placement, constituting a "related party transaction" as such term is defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The transaction will be exempt from the MI 61-101 valuation and minority approval requirements for related party transactions in connection with the Private Placement under sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves the related parties, exceeds 25% of the Company's market capitalization (as determined under MI 61-101).
The Company plans to use the net proceeds raised from the sale of the HD Units and FT Units under the Private Placement for the exploration and advancement of the Company's Montcalm nickel copper cobalt project, the Warren copper nickel project and for general working capital purposes.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdictions in which such offer, solicitation or sale would be unlawful. Any offering made will be pursuant to available prospectus exemptions and restricted to persons to whom the securities may be sold in accordance with the laws of such jurisdictions, and by persons permitted to sell the securities in accordance with the laws of such jurisdictions.
About Mink Ventures Corporation:
Mink Ventures Corporation (TSXV: MINK) is a Canadian mineral exploration company exploring for battery metals in Ontario, Canada. It has a prospective, nickel copper cobalt exploration portfolio, with its Montcalm project, which covers approximately 40 km2 adjacent to Glencore's former Montcalm Mine with historical production of 3.93 million tonnes of ore grading 1.25% Ni, 0.67% Cu and 0.051% Co (Ontario Geological Survey, Atkinson, 2010), as well as the recent addition of the Warren Project, comprised of 14 patented mining claims covering 251 hectares. These complementary Ni Cu projects have excellent access and infrastructure and are in close proximity to the Timmins Mining Camp. After giving effect to the share issuance from this tranche of the Private Placement, the Company has 17,677,984 Common Shares outstanding.
For further information about Mink Ventures Corporation please contact: Natasha Dixon, President & CEO, T: 250-882-5620 E: ndixon@minkventures.com or Kevin Filo, Director, T: 705-266-6818 or visit www.sedar.com.
Forward-Looking Statements
This press release includes certain "forward-looking statements" under applicable Canadian securities legislation, including, but not limited to, statements with respect to the completion of the Private Placement, the proposed use of proceeds, and the exploration potential of the Company's mineral properties. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Mink to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could affect the outcome include, among others: future prices and the supply of metals; the results of drilling; inability to raise the money necessary to incur the expenditures required to retain and advance the properties; environmental liabilities (known and unknown); general business, economic, competitive, political and social uncertainties; accidents, labour disputes and other risks of the mining industry; political instability, terrorism, insurrection or war; delays in obtaining governmental approvals; or failure to obtain regulatory approvals. For a more detailed discussion of such risks and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, refer to Mink's filings with Canadian securities regulators available on SEDAR at www.sedar.com.
Although Mink has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking statements contained herein are made as of the date of this news release and Mink disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by applicable securities laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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