/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO
UNITED STATES NEWSWIRE SERVICE OR
FOR DISTRIBUTION IN THE UNITED
STATES/
VANCOUVER, BC, March 25, 2021 /CNW/ - QuestEx Gold &
Copper Ltd. (TSXV: QEX) ("QuestEx" or the
"Company") is pleased to announce a non-brokered private
placement (the "Offering") of up to 11,250,763 common shares
of the Company for aggregate gross proceeds of up to $8,136,000, composed of up to 6,024,096 common
shares issued on a flow-through basis ("FT Shares") at a
price of $0.83 per FT Share for gross
proceeds of up to $5,000,000 and up
to 5,226,667 common shares issued on a non flow-through basis
("NFT Shares") at a price of $0.60 per share for gross proceeds of up to
$3,136,000.
QuestEx is also pleased to announce that two new strategic
investors will be participating in the Offering, Skeena Resources
Limited ("Skeena") and an investor group led by Adam Lundin. Skeena has advised the Company that
it will participate in the Offering to an amount that will equal
$3,050,000, which would result in
Skeena purchasing an aggregate of up to 5,083,333 FT and NFT
Shares, giving it an ownership interest of 14.2% of the Company's
issued and outstanding common shares on a non-diluted and partially
diluted basis if the full amount of the Offering is completed.
Joe Mullin, QuestEx's CEO
comments: "We are extremely pleased to welcome Skeena as
well as Adam Lundin as QuestEx
shareholders. Investments from these successful miners, developers
and explorers are testament to the potential of our world-class
property portfolio and demonstrate confidence in our team's
systematic approach to value creation via mineral
exploration. There are many potential synergies between
QuestEx and our new strategic shareholders. QuestEx has a strong
alignment of interest with Skeena in the Bronson-Sulphurets
District of British Columbia where
both companies are dedicated to exploring and advancing projects in
a socially responsible way and in cooperation with the Tahltan
First Nation. QuestEx's 640-square-kilometre KSP and Kingpin
properties are in close proximity to and could potentially share
exploration or mining infrastructure with Skeena's Eskay Creek and Snip projects."
Walter Coles, Skeena's
President & CEO comments: "Skeena has a long history in
the Golden Triangle, and we recognize the value of QuestEx's
district-scale land package. We look forward to seeing further
value unlocked as QuestEx proceeds with exploration
drilling."
The gross proceeds from the issuance of FT Shares will be used
by the Company to incur eligible Canadian exploration expenses
("CEE") that will qualify as "flow-through mining
expenditures" as such terms are defined in the Income Tax
Act (Canada) related to the
Company's projects in British
Columbia. The Company will renounce such CEE with an
effective date of no later than December 31,
2021 with CEE to be incurred prior to December 31, 2022. The net proceeds from the
issuance of NFT Shares will be used for working capital and general
corporate purposes.
Plans for QuestEx's 2021 exploration programs are advancing
well. QuestEx's technical team has spent the last year prioritizing
targets while analyzing a large database of historical data from
the Company's property portfolio. QuestEx's exploration plans
include approximately 6,000 metres of drilling on high-priority
gold and copper targets. On the KSP property, drilling will focus
on the Inel gold prospect where QuestEx has announced its intention
to produce a maiden gold resource (see NR21-03 dated
January 19. 2021).
On completion of the Offering, Skeena will have the right to
maintain its pro-rata ownership percentage in QuestEx in future
financings. This right will entitle, but not obligate Skeena to
participate in any future equity financings by QuestEx to the
extent necessary for Skeena to maintain the percentage of its
equity interest in QuestEx and increase such interest up to a
maximum 19.99% equity ownership interest in the issued and
outstanding common shares of QuestEx, on a partially diluted basis.
On completion of the Offering, Skeena will also have a right to
appoint one director to the Board of Directors of
QuestEx.
Pursuant to an Investor Rights Agreement between the Company and
Newmont, Newmont has the right to participate in any future equity
financings by QuestEx to the extent necessary for Newmont to
maintain a 19.95% equity ownership interest in the Company. If and
to the extent that Newmont elects to exercise its pre-emptive right
in respect of the Offering, the size of the Offering may be
increased. If Newmont exercises its pre-emptive right, Skeena has a
right to maintain a minimum 13.0% interest on completion of the
Offering.
The Company may pay finders fees to certain qualified
arm's-length parties in accordance with the policies of the TSX
Venture Exchange ("TSX-V"). The Offering remains subject to
the approval of the TSX-V. All securities issued in the
Offering will be subject to a statutory hold period of four months
and a day from the closing date of the Offering.
Fort Capital Partners acted as financial advisor to the Company
with respect to the strategic investment.
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.
We seek safe harbor.
About QuestEx
QuestEx Gold & Copper Ltd. is exploring for high-grade
gold and copper with a focus on the Golden Triangle and Toodoggone
areas of British Columbia. The
property portfolio includes the Company's flagship Castle property,
a porphyry copper-gold project located in the Red Chris mining
district of the Golden Triangle neighbouring GT Gold's Tatogga
property, and Newcrest Mining's GJ property. Other properties
include KSP, North ROK, ROK-Coyote, and Kingpin in the Golden
Triangle, Sofia in the Toodoggone
district, and Heart Peaks and Hit in other strategic districts
within British Columbia. These
assets are being advanced by a newly assembled technical and
management team with experience in exploration, permitting and
discovery.
ON BEHALF OF THE BOARD OF DIRECTORS OF QUESTEX GOLD &
COPPER LTD.
"Joseph Mullin"
Joseph Mullin
Chief Executive Officer and Director
NR 21-07
Cautionary Note Regarding Forward-Looking
Statements
All statements, trend analysis and other information
contained in this press release about anticipated future events or
results constitute forward-looking statements. Forward-looking
statements are often, but not always, identified by the use of
words such as "seek", "anticipate", "believe", "plan", "estimate",
"expect" and "intend" and statements that an event or result "may",
"will", "should", "could" or "might" occur or be achieved and other
similar expressions. Such statements include but are not limited to
statements about the likelihood that the Offering is completed, the
size of the Offering and the participation of certain investors in
the Offering. All statements, other than statements of historical
fact, included herein, are forward-looking statements. Although the
Company believes that the expectations reflected in such
forward-looking statements and/or information are reasonable, undue
reliance should not be placed on forward-looking statements since
the Company can give no assurance that such expectations will prove
to be correct. These statements involve known and unknown risks,
uncertainties and other factors that may cause actual results or
events to differ materially from those anticipated in such
forward-looking statements, including the risks, uncertainties and
other factors identified in the Company's periodic filings with
Canadian securities regulators as well as the risk that the ongoing
COVID-19 pandemic may have on the Company's business. Important
factors could cause actual results to differ materially from
Colorado expectations.
Forward-looking statements are based on estimates and opinions of
management at the date the statements are made. Colorado does not undertake any obligation to
update forward-looking statements except as required by applicable
securities laws. Investors should not place undue reliance on
forward-looking statements.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE QuestEx Gold & Copper Ltd.