THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES
January 15, 2024 – Vancouver, British Columbia – Arctic Star Exploration Corp. (“Arctic Star” or the “Company”) is pleased to announce that, further to its news release dated October 12, 2023, and December 15, 2023, the Company closed the second and final tranche of the previously announced non-brokered private placement (the “Private Placement”) of units of the Company (the “Units”) at a price of $0.01 per Unit. Each Unit consists of one common share in the capital of the Company (a “Share”) and one common share purchase warrant (a “Warrant”). Each Warrant entitles the holder thereof to purchase one additional Share at a price of $0.05 per Share for a period of 24 months from the date of issuance.
The first tranche closing of the Private Placement consisted of 19,300,000 Units for aggregate gross proceeds of $193,000. All securities issued in connection with the first tranche of the Private Placement are subject to a statutory hold period of four months plus a day in accordance with applicable securities legislation ending on April 16, 2024.
The second tranche closing of the Private Placement consisted of 700,000 Units for aggregate gross proceeds of $7,000. All securities issued in connection with the second tranche of the Private Placement are subject to a statutory hold period of four months plus a day in accordance with applicable securities legislation ending on May 16, 2024. The total amount of the Private Placement consists of 20,000,000 Units for aggregate gross proceeds of $200,000.
The Warrants issued under the Private Placement contain an accelerated option clause (the “Acceleration Clause”). Pursuant to the Acceleration Clause, if the Shares of the Company close at or above $0.10 for ten (10) consecutive trading days on the TSX Venture Exchange (the “TSXV”), then the Company may accelerate the expiry date of the Warrants by issuing a news release announcing the reduced Warrant term, pursuant to which the Warrants will expire on the 60th calendar day after the date of such news release.
Among other costs, the Company will use the proceeds from the Private Placement as follows: (i) 18% will be used to pay legal expenses; (ii) 14% will be used to pay accounting expenses; (iii) 10.6% will be used to pay for geological services; (iv) 13.3% will be used to pay for consulting work; and (v) 33.3% will be used for general working capital.
No finder’s fees were paid in connection with the Private Placement.
The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release will not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
All references to currency in this news release are to Canadian currency.
About Arctic Star
Arctic Star is predominantly a diamond explorer, recently discovering 5 new kimberlites in the prolific Lac De Gras kimberlite field that supports 2 multi-billion dollar kimberlite mining complexes. The Company also has a 958 Ha Exploration permit containing several diamond-bearing kimberlites on its Timantti project, Kuusamo Finland. The Company continues to look for appropriate diamond opportunities elsewhere.
ON BEHALF OF THE BOARD OF DIRECTORS OF
ARCTIC STAR EXPLORATION CORP.
“Patrick Power”
Patrick Power, President & CEO
+1 (604) 218-8772
ppower@arcticstar.ca
This news release contains “forward-looking statements” including but not limited to statements with respect to Arctic Star’s plans and the use of proceeds for the Private Placement. Forward-looking statements, while based on management’s best estimates and assumptions, are subject to risks and uncertainties that may cause actual results to be materially different from those expressed or implied by such forward-looking statements. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Factors that could affect our plans include the possibility that we do not receive final TSXV approval for the Private Placement. Our proposed use of proceeds is subject to receipt of TSXV approval. Accordingly, readers should not place undue reliance on forward-looking statements. Arctic Star undertakes no obligation or responsibility to update forward-looking statements, except as required by law.
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.
