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Rupert Resources
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Rupert Resources announces closing of non-brokered private placement

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Toronto, Ontario (February 27, 2023) – Rupert Resources Ltd. (“Rupert Resources” or the “Company”) reports that it has closed the previously announced non-brokered private placement and has issued 10,120,000 common shares of the Company (“Common Shares”) at a price of C$4.70 per Common Share for gross proceeds of C$47,564,000 (the “Private Placement”).

Agnico Eagle Mines Limited (“Agnico Eagle”), exercised its participation right to subscribe for 1,525,000 Common Shares, retaining a 14.9% interest in the Company on a partially diluted basis. 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 intends to use the proceeds from the Private Placement to fund on-going exploration and development 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.