EV Minerals Announces Closing of Second Tranche of Private Placement
TORONTO, ONTARIO – August 18, 2023 – EV Minerals Corporation (CSE: EVM) (the "Company" or "EV") is pleased to announce that further to its press releases of July 12, 2023 and July 21, 2023, the Company has closed the second tranche of its non-brokered private placement through the issuance of 270,000 flow-through units ("FT Unit") at a price of $0.17 per FT Unit for gross proceeds of $45,900 (the "Offering"). The aggregate gross proceeds raised pursuant to the first and second tranches of the Offering is $295,902 through the issuance of an aggregate of 1,740,600 FT Units.
Each FT Unit is comprised of one common share, issued on a flow-through basis ("FT Share") and one half of one common share purchase warrant, issued on a non-flow-through basis (each whole warrant, a "FT Warrant"). Each FT Warrant shall entitle the holder thereof to acquire one common share in the capital of the Company (each, a "Common Share") at a price of $0.25 per Common Share for a period of two (2) years from date of issuance. The FT Shares will qualify as "flow-through shares" within the meaning of subsection 66(15) of the Income Tax Act (Canada), which also qualify for the Canadian government's Critical Mineral Exploration Tax Credit.
All securities issued pursuant to the Offering will be subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation. The gross proceeds from the sale of the FT Units will be used by the Company to incur eligible "Canadian exploration expenses" that will qualify as "flow-through critical mineral mining expenditures" as such terms are defined in the Income Tax Act (Canada).
This news release does not constitute an offer to sell or a solicitation of an offer to sell 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.
The Offering constituted a related party transaction within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as an insider of the Company subscribed for 150,000 Units. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on a specified market and the fair market value of the participation in the Offering by the insider does not exceed 25% of the market capitalization of the Company in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner.
For more information, please contact:
Nicholas Konkin
President
416-642-1807 Ext 305
About EV Minerals Corporation
EV Minerals Corporation is a Canadian exploration company focused on mineral exploration and development. The current focus is the EV Nickel Project, host of the nickel-copper-cobalt McNickel deposit. The Project is comprised of 32 mineral claims covering approximately 1,792 hectares located in the Saguenay Mining district in the Province of Quebec. Containing a historical resource of 5.585 million tonnes with grades of 0.21% Ni, 0.11% Cu and 0.03% Co (NI 43-101 non-compliant resource), the deposit was first discovered in 1987 with a major drilling program completed in 1989.
The foregoing historical resource estimates presented above were completed prior to the implementation of the requirements of National Instrument 43-101 - Standards of Disclosure for Mineral Projects; however, given the quality of the historic work completed and the respective mining companies’ reputations, the Company believes the historical resource estimates to be both relevant and reliable. A Qualified Person has not completed sufficient work to classify these historic mineral resources as current mineral resources; and the Company is not treating the historic resources as current.
This news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company’s Management’s Discussion and Analysis. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.
