Vancouver, British Columbia, December 9, 2022 – Québec Nickel Corp. (CSE: QNI) (“Québec Nickel Corp.” or the “Company”) is pleased to announce that it has completed the closing of a first tranche of its brokered private placement (the “First Tranche”) by issuing a total of: (i) 9,575,000 units (each a “Unit”), at a price of $0.20 per Unit; (ii) 4,433,367 national flow-through shares (each, a “National FT Share”), at a price of $0.24 per National FT Share; and (iii) 10,612,000 Quebec flow-through shares (each, a “Quebec FT Share”), at a price of $0.25 per Quebec FT Share. The aggregate gross proceeds raised from the First Tranche is $5,632,008.08.
All National FT Shares and QC FT Shares issued in the private placement are subject to a four-month hold period expiring on April 10, 2023. Of the Units issued, a total of 4,900,000 were issued pursuant to applicable prospectus exemptions in accordance with National Instrument 45-106 – Prospectus Exemptions or in Québec pursuant to Regulation 45-106 – respecting Prospectus Exemptions (collectively, “NI 45-106”) and are also subject to a four-month hold period expiring on April 10, 2023. The balance of 4,675,000 Units were issued to purchasers’ resident in all provinces of Canada, except Québec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the “Listed Issuer Financing Exemption”).
Each Unit is comprised of one common share (“Common Share”) in the capital of the Company and one-half (1/2) of a Common Share purchase warrant (“Warrant”) of the Company. Each whole Warrant entitles the holder thereof to acquire one additional Common Share at a price of $0.30 for a period of two (2) years from the closing date (the “Closing Date”) of the First Tranche. The National FT Shares and the Quebec FT Shares will qualify as “flow-through shares” within the meaning of subsection 66(15) of the Income Tax Act (Canada).
The Company will use the private placement proceeds from the Units for general working capital and exploration purposes and will use the proceeds from the National FT Shares and the Quebec FT Shares exclusively to fund exploration work on its properties located in the Province of Québec.
The Company is pleased to have received support and participation from its existing shareholders in the private placement. David Patterson, CEO further acknowledges the new participation and support from three Quebec-based institutional funds for this financing, SIDEX L.P., Société de Développement de la Baie-James and CDPQ. “This demonstrates why Quebec is consistently ranked as one of the best places for mineral exploration.” The Company would like to thank all participants to the financing.
As a result of the closing of the private placement, there are now 98,307,205 common shares of the Company issued and outstanding. The private placement is subject to final acceptance by the Canadian Securities Exchange.
The private placement was led by a syndicate of agents, with EMD Financial Inc. acting as sole bookrunner and including Canaccord Genuity Corp. (collectively, the “Agents“). In connection with the private placement, the Agents received a $298,720 cash commission and 1,477,222 non-transferable compensation options (each, a “Compensation Option”). Each Compensation Option entitles the holder thereof to acquire one Common Share at a price of $0.30 until December 9, 2024.
The insiders’ (“Insiders”) participation for $260,000.08 is exempt from the formal valuation and minority shareholder approval requirements provided under Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions (“Regulation 61-101”) in accordance with Sections 5.5(a) and 5.7(1)(a) of Regulation 61-101. The exemption is due to the fact that neither the fair market value of the private placement, nor the consideration paid by such Insiders exceeds 25% of the market capitalization of the Company.
The Company may close a second tranche of its private placement on or before December 29, 2022.
ABOUT QUÉBEC NICKEL CORP.
Québec Nickel Corp. is a mineral exploration company focused on acquiring, exploring, and developing nickel projects in Québec, Canada. The Company has a 100% interest in the Ducros Property, consisting of 280 contiguous mining claims covering 15,147 hectares within the eastern portion of the Abitibi Greenstone Belt in Québec, Canada. Additional information about Québec Nickel Corp. is available at www.quebecnickel.com.
On Behalf of the Board of Directors,
Chief Executive Officer and Director
1 (855) 764-2535 (QNICKEL)
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the CSE policies) accepts responsibility for this release’s adequacy or accuracy.
Cautionary and Forward-Looking Statements
This news release contains statements that constitute “forward-looking statements”. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Québec Nickel’s actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking 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,” “may,” “could” or “should” occur.
Although Québec Nickel believes the forward-looking information contained in this news release is reasonable based on information available on the date hereof, by their nature, forward-looking statements involve assumptions, known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to 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 news release represents the expectations of the Company as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While the Company may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the 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 “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.