Labrador Uranium Inc. (CSE: LUR) (OTCQB: LURAF) (FRA: EI1) is pleased to announce that it has closed its previously announced “bought deal” brokered private placement, pursuant to which LUR sold 18,672,000 subscription receipts at a price of C$0.35 per Subscription Receipt and 14,359,698 flow-through subscription receipts at a price of C$0.42 per FT Subscription Receipt, for aggregate gross proceeds of C$12,566,273, which includes the partial exercise of the Underwriters’ over-allotment option. The Concurrent Private Placement was conducted by a syndicate of underwriters, co-led by Red Cloud Securities Inc. as sole bookrunner, and Canaccord Genuity Corp. and included Haywood Securities Inc. and PI Financial Corp. LUR is also pleased to announce that Mr. John Jentz has been appointed as Chief Executive Officer and a Director of the Company.
Concurrent Private Placement
The Concurrent Private Placement was undertaken in conjunction with the Company’s previously announced entry into an arm’s length definitive agreement with ValOre Metals Corp. pursuant to which the Company will acquire ValOre’s Angilak Property located in Nunavut Territory, Canada, all by way of a court-approved plan of arrangement. The Concurrent Private Placement and the Arrangement were originally announced by way of press release on March 13, 2023.
Each Subscription Receipt entitles the holder thereof to receive, upon satisfaction or waiver of certain escrow release conditions and for no additional consideration, one unit of LUR and each FT Subscription Receipt entitles the holder thereof to receive, for no additional consideration, one unit of LUR. Each Non-FT Unit will be comprised of one non-flow-through common shares of LUR and one-half of one non-flow-through common share purchase warrant of LUR. Each FT Unit will be comprised of a common share that will qualify as one “flow-through share” as defined in subsection 66(15) of the Income Tax Act (Canada ) and one-half of one Warrant. Each Warrant will be exercisable to acquire one non-flow-through LUR Share at a price per Warrant Share of C$0.50 at any time on or before April 5, 2026. For greater certainty, the Warrants and the Warrant Shares are being issued on a non-flow-through basis.
The gross proceeds from the sale of the Offered Securities will be held in escrow and not released to LUR unless the Escrow Release Conditions are satisfied on or before August 23, 2023. Following the satisfaction of the Escrow Release Conditions, it is expected that the net proceeds from the Concurrent Private Placement will be used to complete the 2023 exploration program of the Angilak Property and for working capital and general corporate purposes. The net proceeds from the sale of the FT Subscription Receipts allocated to the FT LUR Shares are expected to be used to incur eligible “Canadian exploration expenses” as defined in the Tax Act that will qualify as “flow-through critical mineral mining expenditures” as defined in the Tax Act and LUR will renounce such Canadian exploration expenses (on a pro rata basis) to each subscriber for FT Subscription Receipts with an effective date of no later than December 31, 2023 in accordance with the Tax Act.
If the Escrow Release Conditions are not satisfied or waived by August 23, 2023, or LUR advises the Co-Lead Underwriters or announces to the public that it does not intend to satisfy the Escrow Release Conditions or that the Arrangement has been terminated, the Escrowed Funds (plus any interest earned thereon) will be returned to the holders of the Offered Securities (net of any applicable withholding taxes), and the Offered Securities will be automatically cancelled and be of no further force and effect.
As consideration for the services to be provided in connection with the Concurrent Private Placement and on the Escrow Release Date, the Underwriters will be entitled to receive a cash fee in the amount of $620,775 and will be issued 1,601,328 compensation options. Each Compensation Option is exercisable to acquire one LUR Share at a price of C$0.35 per LUR Share at any time on or before April 5, 2026, provided that the Compensation Options will only be exercisable upon the satisfaction or waiver, as applicable, of the Escrow Release Conditions.
The Offered Securities and the Compensation Options (and the securities underlying the Offered Securities and the Compensation Options) are subject to a statutory hold period of four month and one day, expiring on August 6, 2023.
Appointment of Chief Executive Officer and Director
As a result of the appointment of Mr. John Jentz as Chief Executive Officer, Mr. Philip Williams will be stepping down as Interim Chief Executive Officer, effective immediately but will continue to serve as Executive Chairman and a Director of the Company. The Company wishes to thank Mr. Williams for his service to the Company during his tenure as Interim Chief Executive Officer. Mr. Jentz is a seasoned mining professional having held operational, investment banking and board of director roles across the mining industry. Most recently, Mr. Jentz was Head of Strategy and Corporate Development for SEMAFO Inc., a west African gold producer that was sold to Endeavour Mining Corporation in 2020 for consideration valued at approximately C$1.6 billion.
In connection with Mr. Jentz’s appointment, the Company has granted 1,500,000 stock options to Mr. Jentz pursuant to LUR’s long-term omnibus incentive plan. Each option is exercisable to acquire one LUR Share at an exercise price of C$0.30 for a period of five years, subject to the approval of the CSE.
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 state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States 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 of the United States Securities Act of 1933, as amended, and applicable state securities laws.
About Labrador Uranium Inc.
Labrador Uranium is engaged in the exploration and development of uranium projects in Labrador, Canada and holds a dominant land position with 52 Mineral Licences covering 152,825 ha in the prolific Central Mineral Belt in central Labrador and the Notakwanon Project in northern Labrador. Currently, the Company is advance the district scale CMB Project which includes the Moran Lake and Anna Lake Deposits. The CMB is adjacent to Paladin Energy’s Michelin deposit, with substantial past exploration work completed, and numerous occurrences of uranium, copper and IOCG style mineralization.
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