Vancouver, British Columbia–(COMMERCIAL THREAD)–Quebec Nickel Corp. (CSE: QNI) (“Quebec Nickel Corp.” or the “Agency”) is pleased to announce that it is arranging a private placement of: (i) up to $5 million units (each, a “Unit”), priced at $0.20 per Unit; and (ii) up to $2 million of cash flow shares (each, a “Share FT”), priced at $0.24 per FT share, and up to $3 million of Québec flow-through shares (each, a “Quebec Share FT”), at a price of $0.25 per Québec FT Share, for maximum gross proceeds up to $10,000,000 (the “Offer“). The offering is led by EMD Financial Inc.
Each Quota will consist of one ordinary share (“Common share”) in the capital of the Company and one-half (1/2) of a mandate to purchase Common Stock (“Mandate“) of the company. Each entire Warrant will entitle its holder to purchase one additional Common Share at the price of $0.30 for a period of two (2) years from the closing date (the “Closing date”) of the Offer. FT Shares and FT Québec Shares will qualify as “flow shares” within the meaning of subsection 66(15) of the Income Tax Act (Canada).
The net proceeds from the issue of Units will be used for general working capital purposes. The gross proceeds from the issuance of FT Shares and FT Québec Shares will be used for Canadian exploration expenses and will qualify as “continuous mining expenses” as defined in subsection 127(9) of the Income Tax Act (Canada) and pursuant to section 359.1 of Tax law (Quebec) (the “Qualifying Expenses”), which will be incurred by December 31, 2023 and waived to subscribers effective no later than December 31, 2022 for an aggregate amount not less than the gross proceeds raised from the issue of FT Shares and Québec Shares, as the case may be. In addition, with respect to Québec resident subscribers of Québec FT Shares and who are eligible persons under the Tax law (Québec), Canadian exploration expenses will also qualify for inclusion in the “exploration basis relating to certain Quebec exploration expenses” pursuant to section 726.4.10 of the Tax law (Québec) and for inclusion in the “exploration basis relating to certain Québec surface mineral expenditures or oil and gas exploration expenditures” pursuant to section 722.214.171.124 of the Tax law (Quebec).
In connection with the Offer, the Company will pay research fees and issue research guarantees to EMD Financial Inc., as well as any other registrant participating in the Offer, consisting of: (i) cash research fees of up to 6% of the gross proceeds of the Offer; and (ii) finder warrants for an amount of up to 6% of the number of Units, FT Shares and FT QC Shares issued pursuant to the Offer, exercisable at a price of $0.30 per Common Share for a period of two (2) years following the Closing Date.
The Units offered as part of the Offer will be offered (i) pursuant to the applicable prospectus exemptions in accordance with National Instrument 45-106 – Prospectus Exemptions or in Québec pursuant to Regulation 45-106 – Prospectus Exemptions (collectively, “NI 45-106”), and (ii) to purchasers resident in all provinces of Canada, except Québec, pursuant to the exemption from financing of listed issuers under Part 5A of NI 45-106 (the “Exemption from financing of listed issuers“). The Company may issue up to a maximum of 22,500,000 Units for a maximum aggregate gross proceeds of $4,500,000 pursuant to the Listed Issuer Financing Exemption. Units offered under the Listed Issuer Financing Exemption will not be subject to resale restrictions under applicable Canadian securities laws. All other securities issued pursuant to the Offer will be subject to the statutory holding period of four months and one day from the date of issue in accordance with applicable Canadian securities laws.
There is an offer document relating to the Offer which can be accessed from the Company’s profile at www.sedar.com and on the Company’s website at the address www.quebecnickel.com. Prospective investors should read this offering document before making an investment decision.
The Offer is expected to close around 8 December 2022 or at a later date as determined by the Company. Closing is subject to certain conditions, including, but not limited to, receipt of all necessary regulatory and other approvals, including approval from the Canadians Securities Exchange (CSE).
ABOUT QUEBEC NICKEL CORP.
Québec Nickel Corp. is a mining exploration company focused on the acquisition, exploration and development of nickel projects in Québec, Canada. The Company owns a 100% interest in the Ducros Estate, which consists of 280 contiguous mineral claims covering 15,147 acres within the eastern Abitibi Greenstone Belt in Québec, Canada. More information about Québec Nickel Corp. can be found at www.quebecnickel.com.
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in CSE policies) assumes responsibility for the adequacy or accuracy of this release.
Cautionary and forward-looking statements
This press release contains statements that constitute “forward-looking statements.” Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause Québec Nickel’s actual results, performance or achievements or developments in the industry to differ materially from any anticipated results, performance or achievements expressed or implied in such forward-looking statements. forward-looking statements. looking for statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “potential” and similar expressions, or that events or conditions “will”, “would”, “might”, “might” or “should” occur.
Although Québec Nickel believes that the forward-looking information contained in this news release is reasonable based on information available as of today’s date, by their nature, forward-looking statements involve assumptions, known and unknown risks, uncertainties and other factors that can cause our actual results , performance or achievements, or other future events, be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
The forward-looking information contained in this press release represents the Company’s expectations as of the date of this press release and, accordingly, is subject to change after this date. Readers should not attach undue importance to forward-looking information and should not rely on this information as on any other date. While the Company may choose to do so, it makes no commitment to update this information at any given time, except as required in accordance with applicable laws.
This press release does not constitute an offer to sell or a solicitation of an offer to buy nor will there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including of 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 “Act of 1933”) or any state securities law and may not be offered or sold in the United States or to, or for the account or benefit of, a US Person (as defined in Regulation S under the 1933 Act) unless registered under of the 1933 Act and applicable state securities laws or an exemption from such registration requirements is available.