/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO
UNITED STATES NEWSWIRE SERVICE OR
FOR DISTRIBUTION IN THE UNITED
STATES/
VANCOUVER, BC, March 29, 2021 /CNW/ - QuestEx Gold &
Copper Ltd. (TSXV: QEX) ("QuestEx" or the
"Company") is pleased to announce that, due to strong
demand, it has increased the size of its previously announced
non-brokered private placement from $8.136
million to as much as $8.886
million (the "Offering").
Pursuant to the amended terms, the Offering will now consist of
up to 6,927,710 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
$5,750,000 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.
Skeena Resources Limited ("Skeena") has advised the
Company that it will participate in the Offering to an amount that
is expected to be approximately $3,050,000, which would result in Skeena
purchasing an aggregate of up to 5,083,333 FT Shares and NFT
Shares, giving it an ownership interest of 13.8% 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.
Additionally, in connection with Skeena's strategic investment, the
Company has granted Skeena the right to hold an equity ownership
interest in the Company of up to 14% on completion of the Offering,
as a result Skeena has the right to increase its participation in
the Offering.
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.
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.
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.
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
Neither TSX-V nor its Regulation Services Provider (as that
term is defined in the policies of TSX-V) accepts responsibility
for the adequacy or accuracy of this release.
NR21-08
Forward-Looking Information
This news release
contains "forward-looking information" within the meaning of
applicable securities laws relating to the Offering and associated
transactions, including statements regarding the terms and
conditions of such transactions and the requisite conditions and
approvals. Forward-looking statements relate to future events or
future performance and reflect the expectations or beliefs
regarding future events of management of the Company. This
information and these statements, referred to herein as
"forward-looking statements", are not historical facts, are made as
of the date of this press release and include without limitation,
statements regarding discussions of future plans, estimates and
forecasts and statements as to management's expectations and
intentions with respect to, among other things, the completion of
the Offering and the use of proceeds from the Offering. These
forward-looking statements involve numerous risks and uncertainties
and actual results might differ materially from results suggested
in any forward-looking statements. Important factors that may cause
actual results to vary include without limitation, risks relating
to the finalization of the terms of the Offering; risks associated
with any delays or difficulties encountered in respect of the
Offering; the timing and receipt of certain approvals, including
approval from the TSX-V; risks and uncertainties related to the
Offering not being completed in the event that the conditions
precedent thereto are not satisfied; delays in the receipt of
requisite approvals and changes in general economic conditions or
conditions in the financial markets. In making the forward-looking
statements in this press release, the Company has applied several
material assumptions, including without limitation, the receipt of
necessary consents and approvals and satisfaction of all conditions
precedent for the completion of the Offering in a timely
manner. The Company does not assume any obligation to update
the forward-looking statements, or to update the reasons why actual
results could differ from those reflected in the forward
looking-statements, unless and until required by applicable
securities laws. Additional information identifying risks and
uncertainties is contained in the Company's filings with the
Canadian securities regulators, which filings are available at
www.sedar.com.
SOURCE QuestEx Gold & Copper Ltd.