NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Rupert Resources Ltd. (“Rupert Resources” or the “Company”) is pleased to announce that it has entered into an agreement with BMO Capital Markets (“BMO”), as sole underwriter, under which BMO has agreed to buy, on a bought deal basis 4,605,217 common shares (the “Common Shares”), at a price of C$3.20 per Common Share (the “Offering Price”) for gross proceeds of approximately C$14,737,000 (the “Public Offering”). The Company has also granted the Underwriters an option (the “Over-Allotment Option”), exercisable at the Offering Price for a period of 30 days following the closing of the Public Offering, to purchase up to an additional 15% of the Offering to cover over-allotments, if any, on substantially the same terms as the Public Offering.
The Company is also pleased to announce that it has agreed to a concurrent private placement of up to 2,351,304 Common Shares at the Offering Price on substantially the same terms as the Public Offering (the “Private Placement”). In addition, shareholders participating in the Private Placement will each have the option to purchase a number of additional Common Shares representing up to 15% of the number of Common Shares subscribed by each of them on closing.
In respect of the Public Offering, the Common Shares will be offered by way of a short form prospectus in British Columbia, Alberta, Ontario and Newfoundland and may also be offered by way of private placement in the United States. Both the Public Offering and the Private Placement are expected to close on or about July 23, 2020 and such closings are subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.
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.