Aero Energy Announces Closing of Non-Brokered Private Placement

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Vancouver, British Columbia--(Newsfile Corp. - November 14, 2024) - Aero Energy Limited (TSXV: AERO) (OTC Pink: AAUGF) (FSE: UU3) ("Aero" or the "Company") is pleased to announce that, further to its news release dated October 16, 2024, the Company has closed its previously announced non-brokered private placement (the "Offering"). The Company issued an aggregate of 24,004,070 units for total gross proceeds of $2,034,218.85.

In connection with the completion of the Offering, the Company issued (i) 8,964,998 non-flow-through units of the Company (each, an "NFT Unit") at a price of $0.07 per NFT Unit; (ii) 7,637,500 flow-through units of the Company (each, an "FT Unit") at a price of $0.08 per FT Unit; and (iii) 7,401,572 charity flow-through units (each, a "CFT Unit") for aggregate gross proceeds of $2,034,218.85.

Each NFT Unit consists of one non-flow-through common share of the Company (each, a "Share") and one-half of one share purchase warrant (each whole warrant, a "Warrant"). Each FT Unit and CFT Unit consists of one Share, which will qualify as "flow-through shares" under the Income Tax Act (Canada), and one-half of one Warrant. Each Warrant entitles the holder thereof to acquire one additional common share of the Company (each, a "Warrant Share") at a price of $0.11 per Warrant Share until November 14, 2026. The Warrant Shares will be issued on a non-flow-through basis.

All securities issued in connection with the Offering are subject to a statutory hold period of four months and a day. A total of $99,779 cash was paid, and a total of 887,360 finder's warrants (the "Finder's Warrants") were issued to eligible arm's length finders in connection with the closing of the Offering. The Finder's Warrants were issued on the same terms as the Warrants.

The gross proceeds from the sale of the FT Units and the Charity FT Units will be used by the Company to incur eligible "Canadian exploration expenses" that qualify as "flow-through critical mineral mining expenditures" as defined in the Income Tax Act (Canada) (the "Qualifying Expenditures") related to the Company's uranium projects in the Athabasca Basin, Saskatchewan, on or before December 31, 2025. All Qualifying Expenditures will be renounced in favor of the subscribers of the FT Units and Charity FT Units effective December 31, 2024. The net proceeds from the sale of the NFT Units will be used for general working capital purposes.