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Quartz to Raise $4.2 Million In Planned Equity Financing

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Delineation Drilling Set to Commence at Prodigy High Grade Gold-Silver Discovery

VANCOUVER, BC / ACCESS Newswire / February 14, 2025 / Quartz Mountain Resources Ltd. (TSXV:QZM)(OTC PINK:QZMRF) ("Quartz" or the "Company") announces that it proposes to raise aggregate proceeds of $4.2 million through the issuance of 10,000,000 units (each a "Unit"), with each Unit comprised of one common share in the capital of the Company (a "Share") and one-half of one warrant (each full warrant a "Warrant") at $0.42 per Unit. Each Warrant may be exercised to acquire one additional common share in the capital of the Company at $0.60 per share for a period of one year, and will be subject to an accelerated exercise provision whereby if the Company's common shares trade at $1.00 or higher for 10 consecutive trading days on the TSX Venture Exchange then the holder will have 30 days to exercise the Warrant.

Of these Units, 1,700,000 will be flow-through Units ("FT Units"), with each FT Unit comprised of one flow through share (a "FT Share") and one-half of one flow through warrant (each full flow through warrant a "FT Warrant"), to be issued to Robert Dickinson, Chairman of the Company, and 8,300,000 Units are to be issued to several investors, including 2,400,000 Units to be issued to The Sutton Group Inc., an insider of the Company. The FT Shares and FT Warrants are identical to the Shares and Warrants except for certain tax incentives available to Canadian taxpayers who purchase them provided the proceeds are used to explore Canadian mineral projects.

The securities will be offered exempt from prospectus and registration requirements on a private placement basis. All of these securities will be subject to applicable securities law resale restrictions, including a four-month hold period in Canada. No commissions are expected to be paid by Quartz in connection with this financing.

The Company intends to use the net proceeds of the FT Shares exclusively for exploration of Quartz's portfolio of British Columbia gold-silver-copper projects, while the proceeds of the non-FT Shares will be used for exploration and general working capital purposes.

The Company currently has 58,868,030 shares issued and will have 68,868,030 shares issued on completion and issuance of the 10,000,000 Shares, and 73,868,030 shares issued on the full exercise of the Warrants. Each of the placements to Mr. Dickinson and to The Sutton Group Inc. is a "related party transaction" within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The issuance to these related parties is exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in Section 5.5(b), as the Company's shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101, in that the fair market value of the consideration of the securities issued to each related party does not exceed 25% of the Company's market capitalization.