Orefinders Resources Inc. (TSX-V: ORX) is pleased to announce the closing of its previously announced brokered private placement consisting of the sale of units, flow-through units and charity flow-through units of the Company for aggregate gross proceeds of $5,312,500. The Brokered Offering was announced on August 31, 2020 and subsequently amended on September 9, 2020 to accommodate additional demand.
Echelon Wealth Partners Inc. acted as the sole agent in connection with the Brokered Offering, which consisted of the sale of:
Additionally, the Company is pleased to announce the closing of a concurrent non-brokered private placement of Units for aggregate gross proceeds of approximately $187,500.
The Warrants, FT Warrants and Charity FT Warrants were issued pursuant to a warrant indenture dated September 30, 2020 between the Company and Computershare Trust Company of Canada, as warrant agent.
The FT Unit Shares, FT Warrants, Charity FT Unit Shares and Charity FT Warrants were issued as “flow-through shares” as defined in the subsection 66(15) of the Income Tax Act (Canada). It is anticipated that the net proceeds from the Offering will be used to fund the Company’s exploration activities and for general corporate purposes. The Company intends to use the gross proceeds received by the Company from the sale of the FT Units and Charity FT Units to incur Canadian Exploration Expenses that are “flow-through mining expenditures” (as such terms are defined in the Tax Act) on the Company’s properties in Ontario, which will be renounced to the subscribers with an effective date no later than December 31, 2020, in the aggregate amount of not less than the total amount of the gross proceeds raised from the issue of FT Units and Charity FT Units.
As consideration for Echelon’s services in connection with the Offering, Echelon will receive a cash commission equal to 7.0% of the gross proceeds from the Offering, excluding gross proceeds from the issuance of Offered Securities on a president’s list to be agreed upon by the Company and Echelon for which a commission of 3.5% of such gross proceeds will be paid by the Company to Echelon. The Company shall issue to Echelon compensation options equal to 7.0% of the number of Offered Securities sold under the Offering excluding the President’s List and 3.5% of the number of Offered Securities sold under the Offering to subscribers on the President’s List. Each Compensation Option is exercisable to acquire one Unit of the Company at an exercise price of $0.10 for a period of 24 months following the closing of the Offering, subject to adjustment in certain circumstances, with each such unit comprised of one common share of the Company and one-half of one Warrant.
All securities issued pursuant to the Offering, including any underlying securities, 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 acceptance from the TSX Venture Exchange.
The securities to be offered pursuant to the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act“) or any U.S. 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 U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Orefinders Resources Inc.
Orefinders is a Gold exploration and development company focused in the Kirkland Lake District of Ontario’s Abitibi Greenstone Belt.
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We acknowledge the [financial] support of the Government of Canada.