MONTREAL, QC –(Marketwired – December 30, 2015) – Not for distribution to U.S. newswire services or dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.
Falco Resources Ltd. (“Falco” or the “Company”) (TSX VENTURE: FPC) is pleased to announce that it has closed a non-brokered private placement of flow-through shares (“FT Shares”) at an issue price of $0.32 per FT Share, to raise aggregate gross proceeds of $3,281,040 (the “Offering”). Osisko Gold Royalties Ltd (“Osisko”), an insider of the Company also participated in the Offering (the “Insider’s Participation”).
The net proceeds raised from the sale of flow-through shares will be used by Falco to finance qualified Canadian exploration expenditures on its Canadian resource properties.
Pursuant to the Offering, the Company entered into a finder’s fee agreement with certain arm’s length parties (the “Finders”), pursuant to which the Finders were paid a finder’s fee equal to 4% with respect to certain subscriptions in connection with the Offering.
Securities issued under the Offering will be subject to a four month hold period expiring on April 30, 2016.
The Insider’s Participation is exempt from the formal valuation and shareholder approval requirements provided under Regulation 61-101 respecting Protection of Minority Holders in Special Transactions (“Regulation 61-101”) in accordance with sections 5.5(a) and 5.7(a) of said Regulation 61-101. The exemption is based on the fact that the market value of the Insider’s Participation or the consideration paid by such insider does not exceed 25% of the market value of the Company. The Company did not file a material change report at least 21 days prior to the completion of the private placement since the Insider’s Participation was not determined at that moment.
The Offering was completed on a private placement basis pursuant to prospectus exemptions of applicable securities laws and is subject to final acceptance by the TSX Venture Exchange.
As a result of the private placement, 109,983,907 common shares of Falco are issued and outstanding.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Falco adopts a Fixed Option provision under its Long Term Incentive Plan
Falco also announces that it has canceled its rolling stock option provision and has adopted a fixed stock option provision under its Long Term Incentive Plan (“LTIP”). Pursuant to the fixed option provision, options for an aggregate total of 9,963,083 common shares in the share capital of the Company (representing approximately 9.99% of the current issued and outstanding shares of Falco as of December 29, 2015) may be granted from time to time to directors, senior officers, employees and other persons eligible to be granted options. The fixed stock option provision contained in the Company’s LTIP is subject to the approval of the TSX Venture Exchange.
Falco Resources Ltd. is one of the largest mineral claim holders in the Province of Québec, with extensive land holdings in the Abitibi Greenstone Belt. Falco owns 74,000 hectares of land in the Rouyn-Noranda mining camp, which represents 70% of the entire camp and includes 13 former gold and base metal mine sites. Falco’s principal property is the old Horne Mine, which was operated by Noranda from 1927 to 1976 and produced 11.6 million ounces of gold and 2.5 billion pounds of copper. A maiden 43-101 mineral resource estimate for the Horne 5 deposit delineated an initial inferred resource of 2.8 Moz AuEq at 3.41 g/t AuEq (25.3 million tonnes grading 2.64 g/t Au, 0.23% Cu and 0.7% Zn, for 2.2 Moz Au — see March 4, 2014 press release for details).
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information (together, “forward-looking statements”) within the meaning of applicable securities laws and the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, are forward-looking statements. Generally, forward-looking statements can be identified by the use of terminology such as “plans”, “expects’, “estimates”, “intends”, “anticipates”, “believes” or variations of such words, or statements that certain actions, events or results “may”, “could”, “would”, “might”, “will be taken”, “occur” or “be achieved”. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include negative market conditions and those risks set out in Falco’s public documents, including in each management discussion and analysis, filed on SEDAR at www.sedar.com. Although Falco believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed times frames or at all. Except where required by applicable law, Falco disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Cautionary Note Concerning Mineral Resources
This press release uses the term “inferred” resources. We advise investors that while this term is recognized and required by Canadian regulations, the United States Securities and Exchange Commission does not recognize it. “Inferred” resources have a great amount of uncertainty as to their existence and as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or other economic studies. United States investors are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be converted into mineral reserves. United States investors are also cautioned not to assume that all or any part of an inferred mineral resource exists, or is economically or legally mineable.
FOR FURTHER INFORMATION PLEASE CONTACT:
For further information contact:
Vincent Metcalfe Chief Financial Officer 514.905.3162 email@example.com Source: Falco Resources Ltd