Advance United Announces Private Placement of Common Shares and Common Shares Issued on a Flow-Through Basis
Toronto, Ontario–(Newsfile Corp. – September 14, 2022) – Advance United Holdings Inc. (CSE: AUHI) (the “Company“) is pleased to announce a non-brokered private placement (the “Offering“) of up to 2,500,000 units (each, a “Unit“) in the capital of the Company at a price of $0.08 per Unit and up to 3,000,000 common shares (each, a “FT Share“) in the capital of the Company, issued on a “flow-through basis” at a price of $0.10 per FT Share for aggregate gross proceeds of up to $500,000. Each Unit will be comprised of one common share (each, a “Common Share“) in the capital of the Company and one-half of one whole Common Share purchase warrant (each whole warrant, a “Warrant“). Each Warrant shall entitle the holder thereof to acquire one Common Share at a price of $0.15 per Common Share for a period of twenty-four (24) months from the 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).
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 net proceeds from the sale of the Units will be used for general working capital purposes. The gross proceeds from the sale of the Flow-Through Shares will be used by the Company to incur eligible “Canadian exploration expenses” that will qualify as “flow-through expenditures” as such terms are defined in the Income Tax Act (Canada).
In addition, the Company announces that it has closed the first tranche of the Offering through the issuance of 1,500,000 FT Shares for gross proceeds of $150,000.
The closing of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the Canadian Securities Exchange.
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 1,500,000 FT Shares pursuant to the Offering. 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:
Advance United Holdings Inc.
James Atkinson P. Geo., CEO
Tel: (647) 278-7502
This news release contains “forward-looking information” within the meaning of applicable securities laws relating to trading on the CSE and the focus of the Company’s business. Any such forward-looking statements may be identified by words such as “expects”, “anticipates”, “intends”, “contemplates”, “believes”, “projects”, “plans” and similar expressions. Forward-looking statements in this news release include statements regarding the Company’s ability to increase the value of its current and future mineral exploration properties and, in connection therewith, any long-term shareholder value, the Company’s ability to mitigate or eliminate exploration risk, and the Company’s intention to develop a portfolio of historic gold properties. Readers are cautioned not to place undue reliance on forward-looking statements. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management’s reasonable assumptions, there can be no assurance that the Company will continue its business as described above. Readers are encouraged to refer to the Company’s annual and quarterly management’s discussion and analysis and other periodic filings made by the Company with the Canadian securities regulatory authorities under the Company’s profile on SEDAR at www.sedar.com. The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances or actual results unless required by applicable law.