QC Copper and Gold Inc has announced the closing of its previously announced brokered private placement of 11,615,000 flow-through common shares (FT Shares) at a price of $0.60 each for aggregate gross proceeds of $6.969 million, including the full exercise of the agents' option for 1,515,000 FT Shares.
The offering was announced on October 6, 2021, and subsequently upsized to accommodate additional demand.
The gross proceeds from the issue and sale of the FT shares will be used for Canadian exploration expenses and will qualify as "flow-through mining expenditures", as defined in subsection 127(9) of the Income Tax Act (Canada), which will be incurred on or before December 31, 2022, and renounced to the subscribers with an effective date no later than December 31, 2021, in an aggregate amount not less than the gross proceeds raised from the issue and sale of the FT shares.
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In addition, with respect to Quebec resident subscribers who are eligible individuals under the Taxation Act (Quebec), the Canadian exploration expenses will also qualify for inclusion in the "exploration base relating to certain Quebec exploration expenses" within the meaning of section 726.4.10 of the Taxation Act (Quebec). If the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each FT share subscriber for any additional taxes payable by such subscriber as a result of the company's failure to renounce the Qualifying Expenditures as agreed.
Cormark Securities Inc and Echelon Wealth Partners Inc acted as agents in connection with the offering. As consideration for their services, the agents received a cash commission equal to 6.0% of the gross proceeds from the offering, excluding gross proceeds from the issue and sale of FT shares to purchasers on a president's list for which a cash commission of 3.0% was paid to the agents.
All securities issued and sold pursuant to the offering will be subject to a four-month-and-one-day hold period in accordance with applicable Canadian securities laws. Closing of the offering is subject to all necessary regulatory approvals including final approval from the TSX Venture Exchange.
The securities have not been, and will not be, registered under the US Securities Act of 1933, as amended or any US state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the US Securities Act and applicable US state securities laws.
Contact the author at jon.hopkins@proactiveinvestors.com