Vancouver, British Columbia--(Newsfile Corp. - November 21, 2023) - Forum Energy Metals Corp. (TSXV: FMC) (OTCQB: FDCFF) ("Forum" or the "Company") is pleased to announce that it has entered into an agreement with Red Cloud Securities Inc. to act as lead agent and sole bookrunner on behalf of a syndicate of agents (the "Agents") in connection with a best efforts, private placement (the "Offering") for aggregate gross proceeds of up to C$9,000,000 from the sale of the following:
- up to 40,540,540 flow-through units of the Company to be sold to charitable purchasers (each, a "CharityFT Unit") at a price of C$0.185 per Charity FT Unit for gross proceeds of up to C$7,500,000 from the sale of Charity FT Units; and
- up to 12,500,000 units of the Company (each, a "Unit", and together with the Charity FT Units, the "Offered Securities") at a price of C$0.12 per Unit for gross proceeds of up to C$1,500,000 from the sale of Units.
Each Charity FT Unit will consist of one common share of the Company to be issued as a "flow-through share" within the meaning of the Income Tax Act (Canada) (each, a "FT Share") and one half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Unit will consist of one common share of the Company (each, a "Unit Share") and one half of one Warrant. Each whole Warrant shall entitle the holder to purchase one common share of the Company (each, a "Warrant Share") at a price of C$0.185 at any time on or before that date which is 24 months after the closing date of the Offering.
The Agents will have an option, exercisable in full or in part, up to 48 hours prior to the closing of the Offering, to sell up to an additional 8,108,108 Charity Flow-Through Units for additional gross proceeds of up to C$1,500,000 (the "Agents' Option").
Proceeds from the sale of FT Shares will be used to incur "Canadian exploration expenses" as defined in subsection 66.1(6) of the Income Tax Act and "flow through mining expenditures" as defined in subsection 127(9) of the Income Tax Act. Such proceeds will be renounced to the subscribers with an effective date not later than December 31, 2023, in the aggregate amount of not less than the total amount of gross proceeds raised from the issue of FT Shares.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), up to 27,027,027 Charity FT Units (the "LIFE Units") will be offered for sale to purchasers resident in Canada, other then Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the "Listed Issuer Financing Exemption"). The securities of the Company issuable from the sale of these LIFE Units are expected to be immediately freely tradeable under applicable Canadian securities legislation if sold to purchasers resident in Canada.
All Offered Securities excluding the LIFE Units will be offered by way of the "accredited investor" and minimum amount investment" exemptions under NI 45-106 in all of the provinces of Canada. The securities of the Company issuable from the sale of these Offered Securities will be subject to a restricted period in Canada ending on the date that is four months plus one day following the closing of the Offering as defined in Subsection 2.5(2) of Multilateral Instrument 45-102 - Resale of Securities.
The Company intends to use the proceeds raised from the Offering for exploration and for general working capital purposes. The Offering is scheduled to close on or around December 12, 2023 and is subject to certain conditions including, but not limited to, receipt of all necessary approvals including the approval of the TSX Venture Exchange.
There will be an offering document related to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.forumenergymetals.com. Prospective investors should read this offering document before making an investment decision.
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.
About Forum Energy Metals
Forum Energy Metals Corp. (TSXV: FMC) (OTCQB: FDCFF) is focused on the discovery of high grade unconformity-related uranium deposits in the Athabasca Basin, Saskatchewan and the Thelon Basin, Nunavut. In addition, Forum holds a diversified energy metal portfolio of copper, nickel, and cobalt projects in Saskatchewan and Idaho.
For further information: https://www.forumenergymetals.com.
ON BEHALF OF THE BOARD OF DIRECTORS
Richard J. Mazur, P.Geo.
President & CEO
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.
For further information contact:
Rick Mazur, P.Geo., President & CEO
mazur@forumenergymetals.com
Tel: 604-630-1585
This press release contains forward-looking statements. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause Forum's actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information. Such factors include but are not limited to: uncertainties with respect to the approval and closing of Offering, the use of proceeds of the Offering, uncertainties related to the historical data, the work expenditure commitments; the ability to raise sufficient capital to fund future exploration or development programs; changes in economic conditions or financial markets; changes commodity prices, litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological or operational difficulties or an inability to obtain permits required in connection with maintaining or advancing its exploration projects.
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