Platinex Inc. (“Platinex” or the “Company”) (CSE:PTX) is pleased to announce that it has completed the previously announced private placement raising gross proceeds of $2,700,840 which was oversubscribed due to market demand. In addition, the Company wishes to announce the completion of the binding heads of agreement with Fancamp Exploration Ltd. (“Fancamp”) (TSXV: FNC) with respect to advancing the exploration and development of certain gold mineral properties owned by the parties located in the Timmins, Ontario mining camp (the “Transaction”) (see press releases of the Company dated February 6, 2023 and March 10, 2023, for further details).
Greg Ferron, President, and Chief Executive Officer of Platinex, stated: “we would like to thank all new investors and existing shareholders of the Company that participated in the placement. We look forward to Fancamp’s input on Platinex’s board, as a joint venture partner and as a member of the South Timmins technical committee. We are excited to advance the South Timmins joint venture projects, both of which are extremely well situated on the Ridout Deformation Zone, with the newly acquired Heenan Mallard gold project bordering IAMGOLD’s Côté Gold project and the Shining Tree gold property bordering Aris’s Juby gold deposit. Exploration plans for 2023 are being developed and we will provide an update as those plans are finalized.”
Platinex Financings
Platinex has raised $2,119,540 of units (“Units”) at a price of $0.04 per Unit by issuing 52,187,797 Units (the “Non-FT Offering”). The Company also raised $581,300 of flow-through units (the “FT Units”) at a price of $0.045 per FT Unit (the “FT Offering”) by issuing 13,640,000 FT Units.
The Company provided details of the first tranche in a press release dated March 10, 2023.
Each Unit is comprised of one common share of the Company and one half of one common share purchase warrant, with each whole warrant exercisable into one common share of the Company at a price of $0.055 at any time on or before the date which is 60 months from the closing of the Non- FT Offering.
Each FT Unit is comprised of one common share of the Company to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (each, a “FT Share”) and one half of one common share purchase warrant (each whole such warrant, a “Warrant”). Each Warrant shall be exercisable into one non-flow-through common share of the Company at a price of $0.055 per share at any time on or before the date which is 60 months after the closing date of the FT Offering. The Warrants will be subject to an acceleration clause requiring the exercise of the Warrants if the Platinex share price closes on the Canadian Securities Exchange at $0.15 or greater for 20 consecutive trading days.
The gross proceeds of the FT Offering will be used by Platinex to incur eligible “Canadian exploration expenses” that will qualify as “flow-through mining expenditures” as such terms are defined in the Income Tax Act (Canada) (the “Qualifying Expenditures”) related to the gold projects including the Shining Tree Properties and Swayze Properties on or before December 31, 2024. All Qualifying Expenditures will be renounced in favour of the subscribers effective December 31, 2023.
The Company paid finder’s fees of $55,028 and issued 1,301,027 finder’s warrants in relation to the financings. Each finder’s warrant entitles the holder to purchase one common share of the Company at a price of $0.05 per share for a period of 24 months from closing. All shares issued pursuant to this offering and any shares issued pursuant to the exercise of warrants will be subject to a four-month hold period from the date of issuance.
The TSX Venture Exchange has provided its conditional acceptance of the Transaction in respect of Fancamp’s participation. The FT Offering and Non-FT Offering are subject to receipt of all necessary regulatory approvals including the Canadian Securities Exchange.
The FT 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 insiders of the Company subscribed for a total of 755,556 FT Units (Greg Ferron, President and Chief Executive Officer – 555,556 FT Units and Graham Warren, Chief Financial Officer – 200,000 FT Units). The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in section 5.7(1)(a) of MI 61-101, as the Company’s the fair market value of the participation in the FT Offering by the insiders 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 FT Offering, which the Company deems reasonable in the circumstances in order to complete the FT Offering in an expeditious manner.
