NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, BC / ACCESSWIRE / May 30, 2024 / Faraday Copper Corp. ("Faraday" or the "Company") (TSX:FDY)(OTCQX:CPPKF) is pleased to announce that it has completed its previously announced bought deal financing, including the exercise in full of the Underwriters' (as defined below) over-allotment option, for a total of 28,750,000 common shares (the "Common Shares") sold at a price of C$0.80 per Common Share for aggregate gross proceeds to the Company of C$23,000,000 (the "Offering").
Paul Harbidge, President and CEO, commented "We are pleased to close another successful financing backed by strong institutional support and key partners, including the Lundin family, Murray Edwards, and Pierre Lassonde."
The Offering was underwritten by Ventum Financial Corp., Canaccord Genuity Corp. and TD Securities Inc. as co-lead underwriters and joint bookrunners (collectively, the "Underwriters").
The Offering was completed by way of a prospectus supplement dated May 24, 2024 (the "Prospectus Supplement") and filed in all provinces and territories of Canada, other than Quebec, under the Company's base shelf prospectus dated October 21, 2022. The Common Shares were also sold in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and other jurisdictions outside of Canada.
The Common Shares have been conditionally approved for listing on the Toronto Stock Exchange ("TSX"). The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the final approval of the TSX.
The Company intends to use the net proceeds from the Offering to fund advancement of the Copper Creek Project, located in Arizona, U.S., and for working capital and general corporate purposes as set out in the Prospectus Supplement.
The Common Shares offered in the Offering have not been, and will not be, registered under 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.
Related Party Disclosure
Russell Ball who is the Chair of the Board of Directors of the Company acquired an aggregate of 125,000 Common Shares pursuant to the Offering, which constitutes a "related party transaction" pursuant to Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions ("MI 61-101"). Mr. Ball's participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance upon the exemptions contained in Section 5.5(a) and 5.7(1)(a), respectively, of MI 61-101. A material change report was not filed more than 21 days in advance of the closing as the launch of the Offering only occurred within a short period of time prior to the closing of the Offering, and the Company wished to close the Offering on an expedited basis for sound business reasons.
About Faraday Copper
Faraday Copper is a Canadian exploration company focused on advancing its flagship copper project in Arizona, U.S. The Copper Creek project is one of the largest undeveloped copper projects in North America with significant district scale exploration potential. The Company is well-funded to deliver on its key milestones and benefits from a management team and board of directors with senior mining company experience and expertise. Faraday trades on the TSX under the symbol "FDY".
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Cautionary Note on Forward Looking Statements
Some of the statements in this news release, other than statements of historical fact, are "forward-looking statements" and are based on the opinions and estimates of management as of the date such statements are made and are necessarily based on estimates and assumptions that are inherently subject to known and unknown risks, uncertainties and other factors that may cause actual results, level of activity, performance or achievements of Faraday to be materially different from those expressed or implied by such forward-looking statements. Such forward-looking statements and forward-looking information specifically include, but are not limited to, statements concerning final approvals relating to the Offering and the intended use of proceeds of the Offering.
Although Faraday believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements should not be in any way construed as guarantees of future performance and actual results or developments may differ materially. Accordingly, readers should not place undue reliance on forward-looking statements or information.
Factors that could cause actual results to differ materially from those in forward-looking statements include without limitation: market prices for metals; the conclusions of detailed feasibility and technical analyses; lower than expected grades and quantities of resources; receipt of regulatory approval; receipt of shareholder approval; mining rates and recovery rates; significant capital requirements; price volatility in the spot and forward markets for commodities; fluctuations in rates of exchange; taxation; controls, regulations and political or economic developments in the countries in which Faraday does or may carry on business; the speculative nature of mineral exploration and development, competition; loss of key employees; rising costs of labour, supplies, fuel and equipment; actual results of current exploration or reclamation activities; accidents; labour disputes; defective title to mineral claims or property or contests over claims to mineral properties; unexpected delays and costs inherent to consulting and accommodating rights of Indigenous peoples and other groups; risks, uncertainties and unanticipated delays associated with obtaining and maintaining necessary licenses, permits and authorizations and complying with permitting requirements, including those associated with the Copper Creek property; and uncertainties with respect to any future acquisitions by Faraday. In addition, there are risks and hazards associated with the business of mineral exploration, development and mining, including environmental events and hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins, flooding and the risk of inadequate insurance or inability to obtain insurance to cover these risks as well as "Risk Factors" included in the Prospectus Supplement and the documents incorporated by reference therein and Faraday's disclosure documents filed on and available at www.sedarplus.ca.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction. This news release is not, and under no circumstances is to be construed as, a prospectus, an offering memorandum, an advertisement or a public offering of securities in Faraday in Canada, the United States or any other jurisdiction. No securities commission or similar authority in Canada or in the United States has reviewed or in any way passed upon this news release, and any representation to the contrary is an offence.
