Lomiko Metals arranges $1-million private placement
2021-03-17 16:46 ET – News Release
Mr. A. Paul Gill reports
LOMIKO METALS INC. ANNOUNCES PRIVATE PLACEMENT – $1,000,000 CDN
Lomiko Metals Inc. has arranged a private placement to raise $1-million and issue 6,666,667 units at 15 cents per unit. Each unit will consist of one common share and one warrant exercisable at 25 cents for a period of 24 months from issuance.
The financing is offered to accredited investors as well as all shareholders of record of the company as at March 16, 2021, resident in Canada who are eligible to participate under the exemption from prospectus requirements set out in applicable instruments of Canadian Securities Administrators and who continue to be shareholders of the company immediately prior to the closing of the offering. Subscribers proposing to purchase units under the existing shareholder exemption may not purchase more than $15,000 in value of securities pursuant to the exemption in any 12-month period unless such subscriber has obtained suitability advice from a registered investment dealer, as such term is used in applicable instruments of Canadian Securities Administrators. There is no minimum amount that will be required to be raised pursuant to the existing shareholder exemption portion of the offering. Any person who becomes a shareholder of the company after the record date is not permitted to participate in the offering using the existing shareholder exemption but other exemptions may still be available to them. Shareholders who became shareholders after the record date should consult their professional advisors when completing their subscription form to ensure that they use the correct exemption.
There are no undisclosed material facts or material changes in respect of the company.
Insiders may participate in the private placement. The participation by insiders may be considered a related party transaction as defined under Multilateral Instrument 61-101. The company has determined that exemptions from the formal valuation and minority shareholder approval requirements under Ml 61-101 are available. In particular, the company has determined that the exemptions set out in paragraphs (a) and (b) in Section 5.5 of Ml 61-101 are applicable since the aggregate consideration to be paid by the related party will not exceed 25 per cent of the market capitalization of the company and the company is not listed on the Toronto Stock Exchange, but only on the TSX Venture Exchange. In addition, regarding the minority shareholder approval exemptions, the independent directors have determined that the exemptions set out in paragraphs (l)(a) and (b) in Section 5.7 of Ml 61-101 are applicable in that the aggregate consideration to be paid by the related party will not exceed 25 per cent of the market capitalization of the company and the company is not listed on the Toronto Stock Exchange, but only on the TSX Venture Exchange.
On closing, the company will pay a finder’s fee in accordance with the policies of the TSX Venture Exchange payable either in cash, shares and/or warrants or a combination thereof, all in accordance with the policies of the TSX-V.
The net proceeds from the units shall be for general working capital. All the securities issued are subject to resale restrictions under applicable securities legislation of four months plus one day from issuance.
The issuance of the securities is subject to the final approval of the TSX Venture Exchange.
We seek Safe Harbor.
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