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Vancouver, British Columbia--(Newsfile Corp. - January 31, 2025) - Phenom Resources Corp. (TSXV: PHNM) (OTCQX: PHNMF) (FSE: 1PY0) ("Phenom" or the "Company") announces that it proposes to undertake a non-brokered private placement of up to 5,400,000 units (the "Units") at a price of $0.25/Unit to raise total gross proceeds of up to $1,350,000 (the "Offering"). Each Unit will be comprised of one common share and one warrant. Each whole warrant will entitle the holder thereof to purchase one common share for a period of 3 years at a price of $0.35. The Company also retains an approximately 11% over-allotment option which will permit it to issue up to an additional 600,000 Units for up to an additional $150,000 if circumstances warrant at the time of closing.
The gross proceeds received from the sale of the Units will be used for work programs on the Company's exploration properties and for general working capital.
The Units will be offered to qualified purchasers in reliance upon exemptions from prospectus and registration requirements of applicable securities legislation. A finder's fee may be paid to eligible finders in relation to this financing, subject to compliance with applicable securities laws and the policies of the TSX Venture Exchange.
All securities issued and sold under the Offering will be subject to a hold period expiring four months and one day from their date of issuance. Completion of the Offering remains subject to the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.
Certain directors and officers of the Company (the "Insiders") are expected to participate in the Offering. Participation by Insiders in the private placement is considered a "related party transaction" pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company expects that it will be exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the Insiders' participation in the private placement in reliance of sections 5.5(a) and 5.7(a) of MI 61-101, respectively, on the basis that participation in the Offering by the Insiders will not exceed 25% of the fair market value of the Company's market capitalization.
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 of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.