Puma Exploration Announces closing of $668,500 Non-Brokered Financing

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Puma Exploration Inc.
Puma Exploration Inc.

RIMOUSKI, Québec, Dec. 24, 2024 (GLOBE NEWSWIRE) -- Puma Exploration Inc. (TSXV: PUMA, OTCQB: PUMXF) (the “Company” or “Puma”) announces that it has closed a non-brokered placement (the “FT Private Placement”) consisting of 6,685,000 flow-through units (the “FT Units”) at $0.10 per FT Unit for gross proceeds of C$668,500. Each FT Unit comprises one flow-through share and one common share purchase warrant (“Warrant”). Each Warrant is exercisable to purchase one common share of the Company at $0.15 per share valid for 24 months.

The Warrants are subject to an acceleration clause that entitles the Company to provide notice (the "Acceleration Notice") to holders that they will expire 30 days from the date the Company delivers the Acceleration Notice. The Company can only provide the Acceleration Notice if the closing price of the Company's Common Shares on the TSXV is equal to or greater than $0.25 for 30 consecutive trading days. The Acceleration Notice can be provided at any time after the statutory hold period and before the expiry date of the warrants. All securities issued in connection with the Private Placement are subject to a hold period of four months and one day pursuant to applicable securities laws.

The net proceeds of the FT units will be used to incur eligible Canadian exploration expenses and flow-through mining expenditures, as defined under the Income Tax Act (Canada), that will be renounced in favour of the purchasers, with an effective date of no later than Dec. 31, 2025. The funds will advance the exploration of the newly acquired McKenzie Gold Project and other company assets in northern New Brunswick.

In connection with the closing of the private placement offerings, the company paid aggregate cash finder's fees of $39,445 and issued 394,450 non-transferable finder warrants. The finder warrants have the same terms than the warrants included in the units and exercisable at $0.15 per common share.

Certain directors and other insiders of the Company participated in the Private Placement. They subscribed for 350,000 FT Units for an aggregate price of $35,000, an amount no more than the maximum amount permissible under applicable securities laws and regulatory rules. Participation by the directors and other insiders in the Private Placement is considered a "related party transaction" under Multilateral Instrument 61- 101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101").

The Company is 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 on sections 5.5(a) and 5.7(1)(a) of MI 61-101 in that the fair market value (as determined under MI 61-101) of any securities issued under the Private Placement (and the consideration paid to the Company therefor) to interested parties (as defined under MI 61-101) did not exceed 25% of the Company's market capitalization (as determined under MI 61-101).