In This Article:
AXCAP VENTURES INC. (CSE:AXCP) (the "Company") is pleased to announce that, on December 10, 2024, it has closed the first tranche (the "First Tranche") of its previously announced upsized non-brokered private placement financing (the "Offering"). Pursuant to the First Tranche, the Company issued 71,153,500 special warrants ("Special Warrants") at a price of $0.20 per Special Warrant for the gross proceeds of $14,230,700.
Each Special Warrant will automatically convert into one unit of the Company (each, a "Unit"), as described below (the "Automatic Conversion"). Each Unit shall consist of one common share of the Company (each, a "Share") and one common share purchase warrant (each, a "Warrant"). Each Warrant shall entitle the holder thereof to acquire one Share at a price of $0.20 per Share for a period of five years following the closing date. See the Company's news release on October 15, 2024, and subsequent news release on November 4, 2024.
Each Special Warrant will automatically convert, for no additional consideration, into one Unit on the date that is the earlier of: (i) the third business day after (a) a receipt for a final prospectus or (b) the date of filing a prospectus supplement to a short form base shelf prospectus qualifying the distribution of the Shares and Warrants issuable upon the conversion of the Special Warrants, or (ii) 4 months and one day after the issue date of the Special Warrants.
In connection with the First Tranche of the Offering, the Company paid finder's fees to eligible finders consisting of $726,634 in cash and 3,633,170 finder's warrants (the "Finder's Warrants"). Each Finder's Warrant is exercisable to acquire one common share of the Company at an exercise price of $0.20 per common share for a period of five years.
The Company intends to use the net proceeds from the Offering to advance its portfolio of investments in the mineral exploration space as well as for working capital and general corporate purposes, including further investments in technology, industrial and natural resource projects.
The securities issued pursuant to the Offering have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.