26 October 2021
Each Charity FT Unit will consist of one common share of the Company to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (each, a “FT Share”) and one half of one common share purchase warrant (each whole warrant, a “Warrant”). Each whole Warrant shall entitle the holder to purchase one common share of the Company (each, a “Warrant Share”) at a price of C$0.65 at any time on or before that date which is 24 months after the closing date of the Offering.
Red Cloud Securities Inc. (the “Agent”) is acting as sole agent and bookrunner under the Offering. The Agent will have an option, exercisable up to 48 hours prior to the closing date of the Offering, to sell up to 3,333,333 additional Charity FT Units at the Offering Price for additional gross proceeds of up to C$2,000,000. The Company shall pay to the Agents a cash commission equal to 6.0% of the gross proceeds of the Offering. In addition, the Company shall issue to the Agents warrants of the Company exercisable for a period of 24 months, to acquire in aggregate that number of common shares of the Company which is equal to 6.0% of the number of Charity FT Units sold under the Offering at an exercise price equal to the Offering Price.
ValOre intends to use the proceeds raised from the Offering for exploration work on ValOre’s Angilak Property Uranium Project in Nunavut Territory, which hosts the Lac 50 Trend (“Lac 50”) Inferred Resource of 2,831,000 tonnes grading 0.69% U3O8, totaling 43.3 million pounds U3O8 .* Comprehensive exploration programs have demonstrated Angilak’s "District Scale" potential, with drill-confirmed uranium mineralization established along 40 kilometres of prospective geological trend, and multiple un-drilled targets property-wide.
The gross proceeds from the issuance of the FT Shares will be used for “Canadian Exploration Expenses” within the meaning of the Income Tax Act (Canada) (the “Qualifying Expenditures”), which will be renounced with an effective date no later than December 31, 2021, to the purchasers of the Charity FT Units in an aggregate amount not less than the gross proceeds raised from the issue of the FT Shares. If the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each subscriber of Charity FT Units for any additional taxes payable by such subscriber as a result of the Company’s failure to renounce the Qualifying Expenditures.
The Offering is scheduled to close on or about November 16, 2021 and is subject to the receipt of all necessary regulatory and other approvals, including, but not limited to, the listing of the FT Shares and Warrant Shares on the TSX Venture Exchange. The FT Shares and Warrant Shares will be subject to a hold period of four months and one day from the closing date in accordance with applicable securities laws.
ValOre Metals Corp. (TSX?V: VO) is a Canadian company with a portfolio of high?quality exploration projects. ValOre’s team aims to deploy capital and knowledge on projects which benefit from substantial prior investment by previous owners, existence of high-value mineralization on a large scale, and the possibility of adding tangible value through exploration, process improvement, and innovation.
In May 2019, ValOre announced the acquisition of the Pedra Branca Platinum Group Elements (PGE) property, in Brazil, to bolster its existing Angilak uranium, Genesis/Hatchet uranium and Baffin gold projects in Canada.