Doré Copper Mining Corp. (the "
Corporation" or
"
Doré Copper") (TSXV:DCMC; OTCQB:DRCMF; FRA:DCM)
is pleased to announce that it has closed its previously announced
non-brokered private placement offering, pursuant to which the
Corporation sold an aggregate of: (i) 20,960,955 common shares in
the capital of the Corporation (the "
Common
Shares") at a price of $0.105 per Common Share for gross
proceeds of approximately $2,200,900; (ii) 1,400,000 common shares
in the capital of the Corporation that will qualify as
"flow-through shares" within the meaning of subsection 66(15) of
the Income Tax Act (Canada) and section 359.1 of the Taxation Act
(Québec) (the "
Traditional Flow-Through Shares")
at a price of $0.125 per Traditional Flow-Through Share for gross
proceeds of $175,000; and (iii) 11,500,000 common shares in the
capital of the Corporation that will qualify as "flow-through
shares" within the meaning of subsection 66(15) of the Income Tax
Act (Canada) and section 359.1 of the Taxation Act (Québec) (the
"
Charitable Flow-Through Shares" and together with
the Traditional Flow-Through Shares, the "
Flow-Through
Shares") at a price of $0.20 per Charitable Flow-Through
Share for gross proceeds of $2,300,000, for aggregate gross
proceeds to the Corporation of approximately $4,675,900
(collectively, the "
Offering"). The Offering was
oversubscribed.
Canaccord Genuity Corp. and Red Cloud Securities
Inc. acted as finders (each, a "Finder") in
connection with the Offering. In consideration for acting as a
Finder in connection with the Offering, the Corporation paid an
aggregate of $3,000 in cash finder's fees to the Finders,
representing 6% of the gross proceeds of the Traditional
Flow-Through Shares that were sold to subscribers introduced by
such parties, and issued an aggregate of 24,000 non-transferable
warrants (the "Finder's Warrants") to purchase
common shares in the capital of the Corporation (the
"Finder's Warrant Shares") to the Finders,
representing 6% of the Traditional Flow-Through Shares that were
sold to subscribers introduced by such parties, with each Finder's
Warrant being exercisable for one Finder's Warrant Share at a price
of $0.105 per Finder's Warrant Share until September 26, 2026.
The net proceeds from the sale of the Common
Shares will be used for exploration and development activities,
feasibility study work, permitting activities and for working
capital and general corporate purposes. The Corporation will use an
amount equal to the gross proceeds received by the Corporation from
the sale of the Flow-Through Shares, pursuant to the provisions in
the Income Tax Act (Canada), to incur, directly or indirectly, on
or before December 31, 2025, expenses ("Qualifying
Expenditures") related to the Corporation's projects in
Québec that are eligible "Canadian exploration expenses" (as
defined in the Income Tax Act (Canada)), which will qualify as
"flow-through critical mineral mining expenditures" (as defined in
the Income Tax Act (Canada)), and renounce all the Qualifying
Expenditures in favour of the applicable subscribers of the
Flow-Through Shares effective December 31, 2024. In addition, with
respect to subscribers who are eligible individuals under the
Taxation Act (Québec), the Qualifying Expenditures will also
qualify for inclusion in the "exploration base relating to certain
Québec exploration expenses" within the meaning of section 726.4.10
of the Taxation Act (Québec) and for inclusion in the "exploration
base relating to certain Québec surface mining exploration
expenses" within the meaning of section 726.4.17.2 of the Taxation
Act (Québec).
Ocean Partners UK Limited ("Ocean
Partners"), an insider of the Corporation, and funds
managed by Equinox Partners Investment Management, LLC
("Equinox Partners"), an insider of the
Corporation, subscribed for 7,719,047 Common Shares and 7,719,048
Common Shares, respectively, under the Offering on the same terms
as arm's length investors. Additionally, the Corporation
understands that Ocean Partners and funds managed by Equinox
Partners were each party to an arrangement with the initial
subscribers of the Charitable Flow-Through Shares or donees
thereof, pursuant to which Ocean Partners and funds managed by
Equinox Partners each purchased 5,750,000 common shares in the
capital of the Corporation. The participation of Ocean Partners and
Equinox Partners in the Offering constitutes a "related party
transaction" for the purposes of Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions
("MI 61-101"). The Corporation is exempt from the
requirements to obtain a formal valuation or minority shareholder
approval in connection with the Offering in reliance on sections
5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as neither the
fair market value of the securities issued to the related parties
nor the fair market value of the consideration for the securities
issued to the related parties exceeds 25% of the Corporation's
market capitalization as calculated in accordance with MI 61-101.
The Corporation did not file a material change report more than 21
days before the expected closing date of the Offering as the
aforementioned insider participation had not been confirmed at that
time and the Corporation wished to close the Offering as
expeditiously as possible.
The Offering was made by way of private
placement in each of the provinces of Canada pursuant to applicable
exemptions from the prospectus requirements and, in the case of the
Common Shares, in certain other jurisdictions, in each case in
accordance with all applicable laws. The Offering of the Common
Shares was conducted on a private placement basis to persons in the
United States who are "accredited investors", as such term is
defined in Rule 501(a) of Regulation D ("Regulation
D") under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act"), and in
compliance with Rule 506(b) of Regulation D and applicable United
States securities laws. The securities issued under the Offering
are subject to a four month hold period under applicable Canadian
securities laws which will expire on January 27, 2025. The Offering
is subject to final acceptance of the TSX Venture Exchange.
The securities offered have not been, nor will
they be, registered under the U.S. Securities Act or any state
securities law, and may not be offered, sold or delivered, directly
or indirectly, within the United States, or to or for the account
or benefit of U.S. persons, absent registration or an exemption
from such registration requirements. This news release does not
constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of securities in any state in the
United States in which such offer, solicitation or sale would be
unlawful.
About Doré Copper Mining
Corp.
Doré Copper Mining Corp. aims to be the next
copper producer in Québec with an initial production target of +50
million pounds of copper equivalent annually by implementing a
hub-and-spoke operation model with multiple high-grade copper-gold
assets feeding its centralized Copper Rand mill1. The Corporation
has delivered its PEA in May 2022 and is proceeding with a
feasibility study.
The Corporation has consolidated a large land
package in the prolific Lac Doré/Chibougamau and Joe Mann mining
camps that has historically produced 1.6 billion pounds of copper
and 4.4 million ounces of gold2. The land package includes 13
former producing mines, deposits and resource target areas within a
60-kilometer radius of the Corporation's Copper Rand Mill.
For further information, please visit the
Corporation's website at www.dorecopper.com or refer to Doré
Copper's SEDAR+ filings at www.sedarplus.ca or contact:
Ernest Mast |
Laurie Gaborit |
President and Chief Executive
Officer |
Vice President, Investor
Relations |
Phone: (416) 792-2229 |
Phone: (416) 219-2049 |
Email:
ernest.mast@dorecopper.com |
Email:
laurie.gaborit@dorecopper.com |
|
|
Facebook: Doré Copper Mining
LinkedIn: Doré Copper Mining Corp. Twitter: @DoreCopper Instagram:
@DoreCopperMining |
|
- Technical report titled
"Preliminary Economic Assessment for the Chibougamau Hub-and-Spoke
Complex, Québec, Canada" dated June 15, 2022, in accordance with
National Instrument 43-101 Standards of Disclosure for Mineral
Projects ("NI 43-101"). The Technical Report was prepared by
BBA Inc. with several consulting firms contributing to sections of
the study, including SLR Consulting (Canada) Ltd., SRK Consulting
(Canada) Inc. and WSP Inc.
- Sources for historic production
figures: Economic Geology, v. 107, pp. 963–989 - Structural and
Stratigraphic Controls on Magmatic, Volcanogenic, and Shear
Zone-Hosted Mineralization in the Chapais-Chibougamau Mining Camp,
Northeastern Abitibi, Canada by François Leclerc et al. (Lac
Dore/Chibougamau mining camp) and NI 43-101 Technical Report on the
Joe Mann Property dated January 11, 2016 by Geologica
Groupe-Conseil Inc. for Jessie Ressources Inc. (Joe Mann
mine).
Cautionary Note Regarding
Forward-Looking Statements
This news release includes certain
"forward-looking statements" under applicable Canadian securities
legislation. Forward-looking statements include, but are not
limited to, statements with respect to the use of proceeds of the
Offering, the timing and ability of the Corporation to receive
necessary regulatory approvals, including the final acceptance of
the Offering from the TSX Venture Exchange, the renunciation to the
purchasers of the Flow-Through Shares and timing thereof, the tax
treatment of the Flow-Through Shares, the Corporation's ability to
meet its production target, the commencement, timing and completion
of a feasibility study, and the plans, operations and prospects of
the Corporation. Forward-looking statements are necessarily based
upon a number of estimates and assumptions that, while considered
reasonable, are subject to known and unknown risks, uncertainties
and other factors which may cause the actual results and future
events to differ materially from those expressed or implied by such
forward-looking statements. Such factors include, but are not
limited to: general business, economic, competitive, political and
social uncertainties; delay or failure to receive regulatory
approvals; the price of gold and copper; and the results of current
exploration. There can be no assurance that such statements will
prove to be accurate, as actual results and future events could
differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on
forward-looking statements. The Corporation disclaims any intention
or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law.
Neither TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in policies
of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.
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