NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia, March 20, 2025 (GLOBE NEWSWIRE) -- Arras Minerals Corp. (TSX-V: ARK, OTCQB: ARRKF) (“Arras” or the “Company”) is pleased to announce that it has entered into an agreement with Haywood Securities Inc., on behalf of a syndicate of agents (collectively, the “Agents”), who have agreed to sell, on a commercially reasonable efforts private placement basis, up to 15,295,000 common shares of the Company (“Shares”) at a price of C$0.85 per Share (the “Issue Price”), for aggregate gross proceeds of up to C$13,000,750 (the “Brokered Offering”). In addition, the Company intends to complete a concurrent non-brokered private placement of up to 2,353,000 Shares at the Issue Price for additional gross proceeds of up to C$2,000,050 (the “Non-Brokered Offering”, and together with the Brokered Offering, the “Offering"), on the same terms as the Brokered Offering with certain strategic and existing shareholders.
Additionally, the Company has granted the Agents an option (the “Agents’ Option”), exercisable in whole or in part by the Agents, at any time up to 48 hours prior to the Closing Date (as defined below), to sell up to an additional 2,294,250 Shares at the Issue Price.
The Shares to be issued under the Brokered Offering, including any Shares issued upon exercise of the Agents’ Option, will be offered to purchasers pursuant to the: (i) accredited investor exemption under National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) (the “NI 45-106 Exemption”), and (ii) the listed issuer financing exemption (“LIFE Exemption”) under Part 5A of NI 45-106, in all the provinces of Canada, except Québec. The Shares offered under the LIFE Exemption will not be subject to resale restrictions pursuant to applicable Canadian securities laws. All other Shares issued pursuant to the Offering will be subject to a statutory hold period of four months from the date of issuance in accordance with applicable Canadian securities laws. Purchasers of Shares under the Brokered Offering will receive a fixed ratio of Shares issued pursuant to the NI 45-106 Exemption and Shares issued pursuant to the LIFE Exemption, being 1:1.
The offering document related to the LIFE Exemption portion of the Brokered Offering (the “Offering Document”) can be accessed under the Company’s profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.arrasminerals.com. Prospective investors should read the Offering Document before making an investment decision.
The Company plans to use the net proceeds from the Offering to fund exploration and advancement of the Company’s projects in Kazakhstan, and for general corporate purposes. The Offering is scheduled to close on or about April 10, 2025 (the “Closing Date”), and is subject to certain conditions customary for transactions of this nature, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange and the execution of an agency agreement between the Company and the Agents. The Company has agreed to pay the Agents a cash commission of 6.0% of the gross proceeds raised under the Brokered Offering. No commission will be payable to the Agents with respect to the concurrent Non-Brokered Offering.
The securities to be offered pursuant to the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The Company expects certain related parties as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") to participate in the Offering. Any such resulting related party participation will be exempt from the formal valuation requirement and shareholder approval requirement of MI 61-101 as the fair market value of any Shares issued to such persons will not exceed 25% of the Company’s market capitalization.
About Arras Minerals Corp.
Arras is a Canadian exploration and development company advancing a portfolio of copper and gold assets in northeastern Kazakhstan, including the Elemes copper-gold porphyry project and the Option Agreement on the Beskauga copper and gold project. The Company has established the third-largest license package in the country prospective for copper and gold (behind Rio Tinto and Fortescue). In December 2023, the Company entered into a strategic alliance with Teck Resources Limited ("Teck") in which Teck may sole fund a US$5 million generative exploration program over a portion of the Arras license package in 2024-2025. The Company’s shares are listed on the TSX-V under the trading symbol “ARK” and on the OTCQB under the trading symbol “ARRKF”.
On behalf of the Board of Directors
"Tim Barry"
Tim Barry, MAusIMM CP(Geo) Chief Executive Officer and Director
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Cautionary Note Regarding Forward-Looking Information
Certain statements and information herein, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include but are not limited to statements or information with respect to: the size of the Offering, the use of proceeds from the Offering, the expected participation of insiders or other related parties in the Offering, the anticipated Closing Date and the receipt of regulatory approvals for the Offering. Often, but not always, forward-looking statements or information can be identified by the use of words such as “will” or variations of that word and phrases or statements that certain actions, events or results “will”, “could” or are “intended to” be taken, occur or be achieved.
With respect to forward-looking statements and information contained herein, the Company has made numerous assumptions including among other things, assumptions about general business and economic conditions, the prices of gold and copper, and anticipated costs and expenditures. The foregoing list of assumptions is not exhaustive.
Although management of the Company believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that a forward-looking statement or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These factors include, but are not limited to: risks associated with the business of the Company; business and economic conditions in the mining industry generally; the supply and demand for labour and other project inputs; changes in commodity prices; changes in interest and currency exchange rates; risks relating to inaccurate geological and engineering assumptions (including with respect to the tonnage, grade and recoverability of reserves and resources); risks relating to unanticipated operational difficulties (including failure of equipment or processes to operate in accordance with specifications or expectations, cost escalation, unavailability of materials and equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job action, and unanticipated events related to health, safety and environmental matters); risks relating to adverse weather conditions; political risk, geopolitical risk and social unrest; changes in general economic conditions or conditions in the financial markets; and other risk factors as detailed from time to time in the Company’s continuous disclosure documents filed with Canadian securities administrators. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
