NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Rupert Resources Ltd. (“Rupert Resources” or the “Company”) reports that it has closed the previously announced concurrent equity financings raising a total of C$48,654,000 before expenses. 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 Ltd. (“Agnico Eagle”).
James Withall, Chief Executive of Rupert Resources said “The financings were well supported by our existing shareholders including Agnico Eagle and a number of high-quality new institutions. The funds enable the Company to progress the Ikkari discovery through the maiden resource and economic evaluation stages whilst most importantly continuing our exploration that aims to demonstrate extensions to Ikkari and delineate the mineral potential of Rupert’s other discoveries made in Area 1 and the Pahtavaara mine. Rupert’s regional programme to generate and drill new targets on this very prospective property package of over 450km2 will continue in parallel.”
A total of 5,658,000 common shares in the capital of the Company (the “Common Shares”) were issued pursuant to the Public Offering at a price of C$5.30 per Share (the “Offering Price”) for gross proceeds of approximately C$29,987,400 which includes the exercise, in full, of the underwriter’s over-allotment option of 738,000 Shares. The Public Offering was conducted by BMO Capital Markets and Cormark Securities, as lead underwriters, and Canaccord Genuity Corp., Eight Capital and Scotia Capital Inc.
The Public Offering was completed pursuant to a short form prospectus dated June 1, 2021 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 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 3,522,000 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$18,666,600, which includes 442,000 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 took up their full participation rights to subscribe to 917,302 Common Shares retaining a 15.40% interest in the Company on a partially diluted basis (when including 11,543,704 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”). This 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 closing of the Public Offering, which the Company deemed reasonable in the circumstances in order to complete the Private Placement in a timely manner.
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.
The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Common Shares in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
This press release contains statements which, other than statements of historical fact constitute “forward-looking statements” within the meaning of applicable securities laws, including statements with respect to: results of exploration activities, mineral resources. The words “may”, “would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” and similar expressions, as they relate to the Company, are intended to identify such forward-looking statements. This press release contains forward-looking information in a number of places, such as in statements relating to use or proceeds from the Public Offering and Private Placement, the final approval of the Public Offering and Private Placement from the TSX Venture Exchange and the Company’s expectations, strategies and plans for the Finland Projects, including the Company’s planned exploration and development activities. Investors are cautioned that forward-looking statements are based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made, and are inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These factors include the general risks of the mining industry, as well as those risk factors discussed or referred to in the Company's Management's Discussion and Analysis for the three and nine months ended November 30, 2020 available at www.sedar.com. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements except as otherwise required by applicable law.