VANCOUVER, BC / ACCESSWIRE / July 16, 2020 / First Light Capital Corp. (“First Light” or the “Company”) announces the closing of its non-brokered non-brokered private placement financing (the “Offering”) that was previously announced in its News Release dated June 16, 2020. In the Offering, which was fully subscribed, the Company issued an aggregate of 18,000,000 common shares (each, a “Share”) at a price of $0.10 per Share for gross proceeds of $1,800,000.
The Company intends to use the gross proceeds from the Offering for the purpose of identifying and evaluating assets or businesses suitable for a Qualifying Transaction, as that term is defined in the policies of the TSX Venture Exchange (the “Exchange”), and to pay for the costs of obtaining any approvals required for a Qualifying Transaction once it has been identified. James Currie, the Company’s new Chief Executive Officer, has an extensive mining background and the Company intends to focus the search for a suitable Qualifying Transaction primarily on available gold mines or ‘shovel ready’ gold exploration projects.
No finders’ fees or commissions were paid in connection with the Offering.
James Currie, a director and the Chief Executive Officer of the Company, purchased 1,200,000 Shares inthe Offering (approximately 3.9% of the issued and outstanding Shares of the Company after adjusting for the transaction). The sale to Mr. Currie constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”), but this sale is exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in section 5.5(b) of MI 61-101 because the Company’s shares are not listed on a specified market, and it is exempt from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101 because the fair market value of the shares purchased, and the fair market value of the consideration paid for them, did not exceed 25% of the Company’s market capitalization.
All of the Shares issued in the Offering are subject to a statutory hold period in Canada that will expire November 16, 2020. In addition, because none of the Shares issued in the Offering will be or wereregistered under the United States Securities Act of 1933, as amended (the “1933 Act”), none of them may be offered or sold in the United States or to, or for the account or benefit of, any U.S. Persons (as defined in Regulation S under the 1933 Act) except pursuant to an applicable exemption from the 1933 Act and applicable state law. Any Shares that were sold in the Offering to U.S. Persons were sold pursuant to an exemption from the registration requirements of the 1933 Act and applicable state law, and all of these Shares are subject to additional resale restrictions imposed under the 1933 Act and applicable state law.
Chief Executive Officer and director
FIRST LIGHT CAPITAL CORP.
1090 – 510 Burrard Street
Canada, V6C 3B9
Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statement on Forward-Looking Information
Certain information in this news release, including information about the Company’s expectation that it intends to focus its search for a Qualifying Transaction on available gold mines or ‘shovel ready’ gold exploration projects, constitute “forward-looking statements”. Forward-looking statements are based upon assumptions. While management believes these assumptions and statements are reasonable in context, forward-looking statements are inherently subject to political, legal, regulatory, business and economic risks and competitive uncertainties and contingencies. The Company cautions readers that forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results and future performance to be materially different than those expected or estimated future results, performance or achievements and that forward-looking statements are not guarantees of future performance, results or achievements.
First Light assumes no obligation, except as may be required by law, to update or revise them to reflect new events or circumstances. Risks, uncertainties and contingencies and other factors that might cause actual performance to differ from forward-looking statements include, but are not limited to, risks related to the impact of the COVID-19 crisis and to legislative, political, social health or economic developments in general.
SOURCE: First Light Capital Corp
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