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ETRUSCUS ANNOUNCES $1.25 MILLION PRIVATE PLACEMENT

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VANCOUVER, BC, July 25, 2024 /CNW/ - Etruscus Resources Corp. (CSE: ETR) (OTC: ETRUF) (FSE: ERR) (the "Company" or "Etruscus") announces, subject to Canadian Securities Exchange ("CSE") approval, that it plans to raise up to $1,250,000 through a non-brokered private placement (the "Financing"). The Financing will consist of a combination of flow-through and non flow-through units. Up to 12.5 million non-flow-through units at $0.10 per unit, or up to 10 million flow-through units at $0.125 per flow-through unit may be issued, or any combination thereof totalling $1.25 million. The non-flow-through funds will be used for both exploration and general working capital and the flow-through funds will be used for qualified exploration expenditures at the Company's Rock & Roll property located in the prolific Golden Triangle, northwest B.C.

Etruscus-Logo (CNW Group/Etruscus Resources Corp.)
Etruscus-Logo (CNW Group/Etruscus Resources Corp.)

Each non-flow-through unit will consist of one common share and one-half (1/2) of a non-transferable share purchase warrant with each whole warrant exercisable into one additional common share at a price of $0.15 per share for a 2-year period.

Each flow-through unit will consist of one flow-through common share and one-half (1/2) of one non-flow-through, non-transferable share purchase warrant with each whole warrant exercisable into one additional common share at a price of $0.18 per share for a 2-year period.

All shares issued under the private placement will be subject to a hold period of four months and one day from the date of issuance. Finders' fees may be paid in accordance with securities regulations.

The flow-through shares will qualify as "flow-through shares" for the purposes of the Income Tax Act (Canada) (the "Act"). The proceeds of the flow-through private placement will be used to incur "Canadian exploration expense" (within the meaning of the Act). The Company will renounce these expenses to the purchasers with an effective date of no later than December 31, 2024, and as required under the Act, and, if applicable, as required under Provisional legislation.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.