Quadro Resources (QRO.H-V) completes $1.38-million financing
Oct 5, '17 - NR
Quadro Resources Ltd. has filed documents with the TSX Venture Exchange seeking final approval of its private placement financing previously announced June 6, 2017, and June 30, 2017. On exchange approval, the company will issue 7.41 million units, each unit consisting of one common share and one common share purchase warrant, each warrant being exercisable at 15 cents for 18 months from closing, and 6,448,500 flow-through units, each flow-through unit consisting of one common flow-through share and one-half of a common share purchase warrant, with each full warrant being exercisable at 20 cents for 18 months from closing.
All securities issued pursuant to this financing will be subject to a four-month hold period commencing on the date of issuance of the units and the flow-through units.
Finders' fees totalling $61,791 will be paid and 617,910 finders' warrants, with each warrant being exercisable for a common share of the company at a price of 15 cents for 18 months from closing, will be issued to certain arms-length individuals.
The financing was effected with two insiders of the company subscribing for 600,000 flow-though units on completion of the private placement, for aggregate subscription proceeds of $60,000, that portion of the financing a related party transaction as such term is defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on exemptions from the formal valuation and minority approval requirements set out in MI 61-101. The company is exempt from the formal valuation requirement of MI 61-101 under sections 5.5(a) and (b) of MI 61-101 in respect of the transaction as the fair market value of the transaction, insofar as it involves the interested party, is not more than the 25 per cent of the company's market capitalization, and no securities of the company are listed or quoted for trading on prescribed stock exchanges or stock markets. Additionally, the company is exempt from minority shareholder approval under sections 5.7(1)(a) and (b) of MI 61-101 as, in addition to the foregoing, (i) neither the fair market value of the flow-through units nor the consideration received in respect thereof from interested party exceeds $2.5-million, (ii) the company has one or more independent directors who are not employees of the company, and (iii) all of the independent directors have approved the transaction. Material change reports were not filed 21 days prior to the closing of the financing because insider participation had not been established at the time the financing was announced.
The financing and associated terms are subject to TSX Venture Exchange approval.
ON BEHALF OF THE BOARD OF DIRECTORS
T. Barry Coughlan, CEO
Contact:
T.R Wilson
(604) 683-3331 |
