Halifax, Nova Scotia--(Newsfile Corp. - October 11, 2024) - EDM Resources Inc. (TSXV: EDM) ("EDM" or the "Company") is pleased to announce that, further to its press release dated September 30, 2024, and due to strong investor demand, it has increased its previously announced non-brokered private placement (the "Offering") to comprise of up to 13,636,363 units of the Company ("Units") at a price per unit of C$0.11 (the "Unit"), for total gross proceeds of up to C$1,500,000.
Each Unit will consist of one common share of the Company (each, a "Common Share") and one common share purchase warrant (each whole warrant, a "Warrant"). Each whole Warrant will entitle the holder thereof to purchase one Common Share at a price of C$0.14 for a period of 36 months following the issue date of the Unit. Pursuant to applicable Canadian securities laws, the Common Shares and Warrants comprising of the Units are subject to a four month plus one day hold period from the closing date.
If during the exercise period of the Warrants, the Common Shares trade at or above a volume-weighted average trading price of $0.30 per Common Share for 10 consecutive trading days, the Company may accelerate the expiry time of the Warrants to 30 days from the date on which the Company provides written notice to the holders of the Warrants.
The proceeds of the Offering will be used to advance ongoing environmental and permitting work at our Scotia Mine and for general corporate working capital purposes.
Certain directors, officers and other insiders of the Company are expected to acquire securities under the Offering. Such participation will be a "related party transaction" as such term is defined in Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions ("MI 61-101") but is exempt from the valuation and minority shareholder approval requirements of MI 61-101.
In connection with the Offering, the Company may pay finder's fees to eligible non-related parties of up to 7% of the gross proceeds raised. Additionally, the Company may issue broker warrants ("Broker Warrants") equal to up to 7% of the Units sold. Each Broker Warrant will entitle the holder to purchase one Common Share at a price of C$0.11 per Common Share for a period of 36 months.
The Offering is expected to close in two tranches with the first tranche closing on or about October 17, 2024 and the second tranche on or about October 25, 2024.
The Offering is subject to TSX Venture Exchange approval.
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities in the United States. The securities 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 U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About EDM Resources Inc.
EDM is a Canadian exploration and mining company that has full ownership of the Scotia Mine and related facilities near Halifax, Nova Scotia. Through its wholly owned subsidiary, EDM also holds several prospective exploration licenses near its Scotia Mine and in the surrounding regions of Nova Scotia.
The Company's common shares are traded on the TSX Venture Exchange under the symbol "EDM". For more information, please contact:
The Company's corporate filings and technical reports can be viewed on the Company's SEDARPLUS profile at www.sedarplus.ca. Further information on EDM is also available on Facebook at http://www.facebook.com/EDMresources.inc Twitter at http://www.twitter.com/EDMresources and LinkedIn at http://www.linkedin.com/company/EDMresources.
CAUTIONARY STATEMENTS
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 news release.
This news release includes certain forward-looking statements which are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "should", "could", "would", "will", or "plan". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management's expectations. Risks, uncertainties, and other factors involved with forward-looking information could cause actual events, results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward- looking information. Forward-looking information in this news release includes, but is not limited to, the Company's objectives, goals or future plans, statements, potential mineralization, exploration and development results, the estimation of mineral resources, exploration and mine development plans, timing of the commencement of operations and estimates of market conditions. There can be no assurance that forward-looking statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from EDM's expectations include, among others, the degree to which mineral resource and reserve estimates are reflective of actual mineral resources and reserves, the degree to which factors are present which would make a mineral deposit commercially viable, the price of zinc, lead and gypsum, uncertainties relating to availability and costs of financing needed in the future, changes in equity markets, risks related to international operations, the actual results of current exploration activities, delays in the development of projects, conclusions of economic evaluations and changes in project parameters as plans continue to be refined as well as future prices of metals, ability to predict or counteract potential impact of COVID-19 coronavirus on factors relevant to the Company's business, as well as those factors discussed in the section entitled "Risk Factors" in EDM's management's discussion and analysis of the Company's annual financial statements for the period ended December 31, 2023. Although EDM has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results to be not as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
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