/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO
U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES/
TORONTO, Feb. 14,
2022 /CNW/ - Probe Metals Inc. (TSX-V: PRB)
(OTCQB: PROBF) ("Probe" or the "Company") is pleased to
announce that as a result of strong investor demand, the Company
has amended its agreement with a syndicate of underwriters led by
Canaccord Genuity Corp., and including Sprott Capital Partners,
CIBC Capital Markets, BMO Capital Markets, iA Private Wealth Inc.,
Research Capital Corporation and Laurentian Bank Securities
(collectively, the "Underwriters"), to increase the size of
its previously announced "bought deal" private placement to
aggregate gross proceeds of $20,770,000 (the "Offering"), consisting
of 6,700,000 flow-through units of the Company (the
"Flow-Through Units") at a price of $3.10 per Flow-Through Unit.
Each Flow-Through Unit will consist of one common share of the
Company issued as a "flow-through share" (within the meaning of
subsection 66(15) of the Income Tax Act (Canada) and section 359.1 of the Taxation
Act (Québec)) and one-half of one common share purchase warrant
of the Company (each whole common share purchase warrant, a
"Warrant"). Each Warrant entitles the holder thereof to
acquire one common share of the Company at a price of $2.40 per share for a period of 24-months from
the Closing Date (as defined herein).
The Offering is expected to close on or about March 8, 2022 (the "Closing Date") and is
subject to the Company receiving all necessary regulatory
approvals.
The gross proceeds of the Offering will be used by the Company
to incur eligible "Canadian exploration expenses" that will qualify
as "flow-through mining expenditures" as such terms are defined in
the Income Tax Act (Canada) and,
in respect of Québec resident subscribers who are eligible
individuals, will qualify for inclusion in the "exploration base
relating to certain Québec surface mining or oil and gas
exploration expenses" and the "exploration base relating to certain
Québec exploration expenses" of the Corporation as such terms are
defined in the Taxation Act (Québec) (the "Qualifying
Expenditures") related to the Company's properties located in
Quebec, Canada on or before
December 31, 2022. All Qualifying
Expenditures will be renounced in favour of the subscribers
effective December 31, 2022.
The Flow-Through Units will be offered by way of private
placement pursuant to applicable exemptions from prospectus
requirements in each of the provinces of Alberta, British
Columbia, Ontario,
Quebec and in such other
jurisdictions as may be mutually agreed between the Company and the
Underwriters. The securities issues under the Offering will be
subject to a four month hold period under applicable Canadian
securities laws.
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 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 jurisdiction in which such offer, solicitation or
sale would be unlawful.
About Probe Metals:
Probe Metals Inc. is a leading
Canadian gold exploration company focused on the acquisition,
exploration and development of highly prospective gold properties.
The Company is committed to discovering and developing high-quality
gold projects, including its key asset the multimillion-ounce
Val-d'Or East Gold Project, Québec. The Company is well-funded and
controls a strategic land package of approximately
1,500-square-kilometres of exploration ground within some of the
most prolific gold belts in Québec. The Company was formed as a
result of the $526M sale of Probe
Mines Limited to Goldcorp. Eldorado Gold Corporation currently owns
approximately 10.9% of the Company.
On behalf of Probe Metals Inc.,
Dr. David
Palmer,
President & Chief Executive
Officer
For further information:
Please visit our website at www.probemetals.com
Forward-Looking
Statements
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Neither 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.
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", "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, following: the intention to
complete the Offering and the expected expenditure of the proceeds
of the Offering, and the Company's objectives, goals or future
plans. Factors that could cause actual results to differ materially
from such forward-looking information include, but are not limited
to: the ability to compete the financing on the terms as announced
or at all; failure to identify mineral resources; failure to
convert estimated mineral resources to reserves; delays in
obtaining or failures to obtain required regulatory, governmental,
environmental or other project approvals; political risks; the
anticipated results of the Preliminary Economic Assessment for the
Val-d'Or East project, including future project opportunities,
future operating and capital costs, closure costs, AISC, the
projected NPV, IRR, timelines, permit timelines, and the ability to
obtain the requisite permits, economics and associated returns of
the Val-d'Or East project, the technical viability of the
Val-d'Or East project, the market and future price of and demand
for gold, the environmental impact of the Val-d'Or East project,
and the ongoing ability to work cooperatively with stakeholders,
including the local levels of government; inability to fulfill the
duty to accommodate First Nations and other indigenous peoples;
uncertainties relating to the availability and costs of financing
needed in the future; changes in equity markets, inflation, changes
in exchange rates, fluctuations in commodity prices; delays in the
development of projects, capital and operating costs varying
significantly from estimates; an inability to predict and
counteract the effects of COVID-19 on the business of the Company,
including but not limited to the effects of COVID-19 on the price
of commodities, capital market conditions, restriction on labour
and international travel and supply chains; and the other risks
involved in the mineral exploration and development industry, and
those risks set out in the Company's public documents filed on
SEDAR. Although the Company believes that the assumptions and
factors used in preparing the forward-looking information in this
news release are reasonable, undue reliance should not be placed on
such information, which only applies as of the date of this news
release, and no assurance can be given that such events will occur
in the disclosed time frames or at all. The Company disclaims any
intention or obligation to update or revise any forward-looking
information, whether as a result of new information, future events
or otherwise, other than as required by law.
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This news release
does not constitute an offer to sell or a solicitation of an offer
to buy nor shall there be any sale of any of the securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful, including any of the securities in the United States of
America. The securities have not been and will not be registered
under the United States Securities Act of 1933, as amended (the
"1933 Act") or any state securities laws and may not be offered or
sold within the United States or to, or for account or benefit of,
U.S. Persons (as defined in Regulation S under the 1933 Act) unless
registered under the 1933 Act and applicable state securities laws,
or an exemption from such registration requirements is
available.
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SOURCE Probe Metals Inc.