NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES
TORONTO, ON / ACCESSWIRE / December 23, 2022 / High Tide Resources Corp. ("High Tide Resources" or the "Company") (CSE:HTRC) is pleased to announce that in connection with its previously announced first tranche closing of a private placement (the "Offering") through the issuance of units of the Company (the "HD Units) at a price of $0.10 per HD Unit for aggregate proceeds of $400,000, it has closed a second tranche (the "Second Tranche") consisting of the issuance of 1,140,000 HD Units at a price of $0.10 per HD Unit, 1,998,666 national flow-through units (the "National FT Units") at a price of $0.12 per National FT Unit, and 1,742,616 Quebec flow-through units (the "Quebec FT Units", and together with the National FT Units, the "FT Units") at a price of $0.13 per Quebec FT Unit. The aggregate gross proceeds of the Second Tranche was $580,380.00 and the aggregate gross proceeds of the Offering was $980,380.00.
Each HD Unit is comprised of one (1) common share in the capital of the Company (a "Common Share") issued on a non-flow-through basis and one half of one Common Share purchase warrant (each whole Common Share purchase warrant, a "Warrant"). Each Warrant entitles the holder thereof to acquire one (1) Common Share (a "Warrant Share") at a price of $0.16 per Warrant Share for a period of sixty (60) months following the closing date of the applicable tranche of the Offering. Each National FT Unit is comprised of one (1) Common Share qualifying as a "flow-through share" as defined in subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act") and one half of one Warrant. Each Quebec FT Unit is comprised of one (1) Common Share qualifying as a "flow-through share" as defined in subsection 66(15) of the Tax Act and section 359.1 of the Taxation Act (Quebec) (the "Quebec Tax Act") and one half of one Warrant.
The net proceeds from the issue and sale of the HD Units will be used for exploration of the Company's mineral properties and for general corporate purposes. The Company will use an amount equal to the gross proceeds from the sale of the FT Units to incur eligible "Canadian exploration expenses" that qualify as "flow-through mining expenditures" (as both terms are defined in the Tax Act and in respect of Québec resident subscribers who are eligible individuals, will qualify for inclusion in the "exploration base relating to certain Québec surface mining or oil and gas exploration expenses" and the "exploration base relating to certain Québec exploration expenses" of the Corporation as such terms are defined in the Quebec Tax Act related the Company's properties located in Quebec, Canada (the "Qualifying Expenditures"), on or before December 31, 2023, and to renounce all the Qualifying Expenditures in favour of the subscribers of the FT Units effective December 31, 2022.
All securities issued and issuable in connection with the Offering are and will be subject to a hold period of four months and one day from the applicable closing date in accordance with applicable Canadian securities laws. In connection with the Offering, the Company paid aggregate finder's fees consisting of $28,022.40 in cash and 242,133 finder's warrants (the "Finder's Warrants"). Each Finder's Warrant entitles the holder thereof to purchase one Common Share (a "Finder Share") at a price of $0.16 per Finder Share for a period of 36 months from the closing of the Offering.
A Certain director of the Company (the "Insider") subscribed to the Offering for 40,000 HD Units. This issuance of HD Units to the Insider constitutes a "related party transaction" as such term is defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on an exemption from the formal valuation and minority shareholder approval requirements provided under MI 61-101 pursuant to section 5.5(a) and section 5.7(1)(a) of MI 61-101, on the basis that the participation in the Offering by Insider does not exceed 25% of the fair market value of the Company's market capitalization.
The securities issued under the Offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and were not to be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
About High Tide Resources Corp.
High Tide is focused on, and committed to, the development of advanced-stage iron ore and battery metal projects in Canada using industry best practices combined with a strong social license from local communities. High Tide is earning a 100% interest the Labrador West Iron project located proximal to IOC/Rio Tinto's 23 mtpy Carol Lake Mine in Labrador City, Labrador. High Tide is earning a 100% interest in the Clearcut Lithium Project in the emerging Cadillac-Pontiac lithium camp in Quebec. High Tide also holds a 100% interest in the Lac Pegma Copper-Nickel-Cobalt deposit located 50 kilometres southeast of Fermont, Quebec. High Tide's majority shareholder is Avidian Gold (TSX.V: AVG & OTCQB: AVGDF).
Further details on the Company, including a NI 43-101 technical report on the Labrador West Iron property can be found on the Company's website at www.hightideresources.com.
For access to social media click here: https://znap.link/High-Tide-Resources
For further information, please contact:
Director, President & Interim CEO
Mobile: (905) 741-5458
Cautionary Note Regarding Forward-Looking Statements:
This news release includes certain "forward-looking statements" which are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management's expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not limited to, the size of the Offering, the completion and terms of the Offering, the use of the proceeds from the Offering, renunciation and tax treatment of the FT Units, the closing date, the closing of the Second Tranche, the Company's objectives, goals or future plans, statements, exploration results, potential mineralization, the estimation of mineral resources, exploration and mine development plans, timing of the commencement of operations and estimates of market conditions. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to: the ability to anticipate and counteract the effects of COVID-19 pandemic on the business of the Company, including without limitation the effects of COVID-19 on the capital markets, commodity prices supply chain disruptions, restrictions on labour and workplace attendance and local and international travel, failure to receive requisite approvals in respect of the foregoing, failure to identify mineral resources, failure to convert estimated mineral resources to reserves, the inability to complete a feasibility study which recommends a production decision, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, inability to fulfill the duty to accommodate First Nations and other indigenous peoples, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects, capital and operating costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry, and those risks set out in the Company's public documents filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.
The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this news release.
SOURCE: High Tide Resources Corp.View source version on accesswire.com: