NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION THROUGH U.S. NEWSWIRE SERVICES
Falco Pacific Resource Group Inc. (the “Company”) (TSX VENTURE:FPC) announces that it has arranged a non-brokered private placement of units (“Units”) and flow-through commons shares (“Flow-Through Shares”) to raise aggregate gross proceeds of up to $5,000,000 (the “Offering”). The Offering will be comprised of Units at an issue price of $0.30 per Unit and/or Flow-Through Shares at an issue price of $0.36 per Flow-Through Share, subject to a maximum of $1,500,000 in gross proceeds from the issuance of Flow-Through Shares.
Each Unit shall consist of one non-flow-through common share in the capital of the Company (a “Common Share”) and one half of one transferable common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant shall be exercisable into one additional Common Share of the Company for 24 months from the closing date of the Offering at an exercise price of $0.60 per Common Share.
The Warrants shall be callable such that should the daily volume weighted average trading price of the Common Shares of the Company on the TSX Venture Exchange exceed $1.00 for a period of 20 consecutive trading days, during the period following 4 months from the closing date of the Offering until the expiry date of the Warrants, the Company may give notice in writing to the Warrant holders that the Warrants shall expire on that day which is 30 days following the notice date unless exercised by the holders prior to such date.
The net proceeds of the Offering will be used by the Company to further its activity within the Rouyn-Noranda camp, Quebec, and for general working capital and other corporate purposes.
The Company has agreed to allocate a portion of the Offering to subscribers found by Axemen Resource Capital Ltd., an Exempt Market Dealer (“Axemen”), and may agree to similar allocations to other Exempt Market or Investment Dealers. The Company will pay finder’s fees equal to 5% of subscription amounts accepted, payable in cash or shares at the option of the Finder, plus issue warrants (the “Finders Warrants”) in an amount equal to 5% of the aggregate number of Units and Flow-Through Common Shares purchased by subscribers introduced to the Company. Each Finder’s Warrant shall be exercisable into one Common Share of the Company at a price of $0.45 for 18 months from closing.
Closing of the Offering is anticipated to occur on or before November 5, 2013 and is subject to receipt of applicable regulatory approvals including approval of the TSX Venture Exchange. Securities issued under the Offering will be subject to a four month hold period which will expire four months plus a day from the date of closing.
About Falco Pacific Resource Group
Founded in 2012 with the acquisition of the 728 square kilometer Rouyn Noranda Project in Quebec, Falco Pacific is led by a veteran exploration team and is focused on the rapid evaluation of precious and base metal targets in one of the world’s great mining camps.
For more information, please go to http://www.falcopacific.com.
On behalf of the board of directors of
FALCO PACIFIC RESOURCE GROUP
Kelly Klatik, President and CEO
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.
This press release contains forward-looking statements and forward-looking information (collectively, “forward looking statements”) within the meaning of applicable Canadian and United States securities laws. All statements, other than statements of historical fact, included herein, including statements regarding the proposed financing and use of proceeds, are forward-looking statements. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions or are those which, by their nature, refer to future events. Although the Company believes that such statements are reasonable, there can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future performance, and that actual results may differ materially from those in forward-looking statements. Important factors that could cause actual events and results to differ materially from the Company’s expectations include those related to inaccuracy of historic information/results, third party access agreements, weather, equipment and staff availability; performance of third parties; risks related to the exploration stage of the Company’s projects; market fluctuations in prices for securities of exploration stage companies and in commodity prices; and uncertainties about the receipt of regulatory approval related to the proposed transaction, availability of additional financing; risks related to the Company’s ability to identify one or more economic deposits on the properties, and variations in the nature, quality and quantity of any mineral deposits that may be located on the properties; risks related to the Company’s ability to obtain any necessary permits, consents or authorizations required for its activities on the properties; and risks related to the Company’s ability to produce minerals from the properties successfully or profitably. Trading in the securities of the Company should be considered highly speculative. All of the Company’s public disclosure filings may be accessed via www.sedar.com and readers are urged to review these materials, including the latest technical reports filed with respect to the Company’s mineral properties.
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 these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. 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, “U.S. persons,” as such term is defined in Regulation S under the U.S. Securities Act, unless an exemption from such registration is available.
Falco Pacific Resource Group
Mr. Dean Linden