The Financing will consist of a combination of (i) upto 2,000,000 units of the Company issued on a flow-through basis (the “FT Unit”) at a price of $0.055 per FT Unit for gross proceeds of up to $110,000 (the “FT Proceeds”) and (ii), up to 2,000,000 units of the Company issued on a non-flow-through basis (the “NFT Units”) at a price of $0.05 for gross proceeds of up to $100,000 (the “NFT Proceeds”). Each FT Unit will consists of one common share that will qualify as a “flow-through share” within the meaning of the Income Tax Act (Canada) and one-half of one common share purchase warrant (each whole warrant a “Warrant”) with each Warrant exercisable at a price of $0.10 per share for a period of two years following the closing of the Financing. The FT Proceeds will be used by the Company to incur eligible Canadian exploration expenses that will qualify as flow-through exploration expenditures to advance the Company’s Placer Mountain Gold Project in British Columbia.
All qualifying expenditures will be renounced in favour of the subscribers of the FT Shares effective December 31, 2025. Each NFT unit will consist of one Common Share in the capital of the Company and one Warrant on the same terms as described hereinabove. The NFT Proceeds will be used by the Company for general working capital and administrative purposes.
The Company may pay finders’ fees of 5% cash and 5% finders warrants (“Finder Warrant”). Each Finder Warrant will entitle the holder to acquire one additional common share in the capital of the Company at a price of $0.10 for two years following closing of the Financing on the same terms as the Warrants described hereinabove. All securities issued pursuant to the Financing are subject to a statutory four month and one day hold period from date of issuance. The Financing remains subject to the approval of the TSX Venture Exchange.
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