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Rupert Resources Ltd. (“Rupert Resources” or the “Company”) reports that it has closed the previously announced concurrent equity financings raising a total of C$25,600,000. The financings comprised two components: a bought deal equity offering (the “Public Offering”); and a private placement (the “Private Placement”) with existing shareholders, including Agnico Eagle Mines Limited (“Agnico Eagle”).
A total of 5,295,999 common shares in the capital of the Company (the “Common Shares”) were issued pursuant to the Public Offering at a price of C$3.20 per Share (the “Offering Price”) for gross proceeds of approximately C$16,947,197, which includes the exercise, in full, of the underwriter’s over-allotment option of an additional 690,782 Common Shares. The Public Offering was conducted by BMO Capital Markets.
The Public Offering was completed pursuant to a short form prospectus dated July 21, 2020 (the “Prospectus”) in British Columbia, Alberta, Ontario and Newfoundland and Labrador, and in the United States on a private placement basis pursuant to an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and applicable state securities laws. The Public Offering and the Private Placement remain subject to the final approval of the TSX Venture Exchange.
Rupert Resources also issued 2,704,001 Common Shares at the Offering Price in a concurrent Private Placement on substantially the same terms as the Public Offering (for gross proceeds of C$8,652,803), which includes 352,697 Common Shares pursuant to the option granted to the Private Placement participants to purchase additional Common Shares representing up to 15% of the number of Common Shares subscribed by each of them. Agnico Eagle exercised its participation right to subscribe for 791,500 Common Shares, retaining a 14.9% interest in the Company on a fully diluted basis (when including 11,543,704 common share purchase warrants exercisable at C$1.00 per Common Share acquired by Agnico Eagle in February 2020 as previously disclosed).
The issuance of the Common Shares to Agnico Eagle constitutes a related-party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Private Placement is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of any securities issued to, nor the consideration paid by, Agnico Eagle would exceed 25.0% of the Company’s market capitalization. . The Company did not file a material change report 21 days prior to the closing of the Public Offering, which the Company deemed reasonable in the circumstances in order to complete the Private Placement in a timely manner.
All Common Shares issued under the Private Placement are subject to a four-month and one-day hold period, expiring on November 24, 2020.
The net proceeds of the Public Offering and of the Private Placement will be used for on-going exploration expenditures on the Company’s properties in Finland and for general corporate purposes.
James Withall, Chief Executive of Rupert Resources said “The funds raised allow us to accelerate drilling of the new Ikkari discovery whilst continuing our proven regional campaign which continues to generate new targets along a 20km structural corridor at the Pahtavaara Project. The participation of existing shareholders together with a number of new institutional investors is supportive of the Company’s view of the prospectivity of the Pahtavaara Project and management’s systematic exploration strategy.”
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