April 14, 2022 – Vancouver, British Columbia – Arctic Star Exploration Corp. (“Arctic Star” or the “Company”) announces that it has received TSX Venture Exchange (“TSXV”) approval to re-allocate $1,200,000 from the number of flow-through units (the “FT Units”) to the non-flow through units (the “Non-FT Units” and, together with the FT Units, the “Units”) to be sold under its non-brokered private placement (the “Private Placement”) announced in the Company’s news releases dated February 28, 2022 and March 11, 2022. The total dollar amount of the Private Placement remains unchanged at up to $3,800,000.
The Company has now closed the second tranche of the Private Placement pursuant to which it has sold and issued a total of 15,696,857 common shares in the share capital of the Company (the “Shares”) and 14,184,357 share purchase warrants (the “Warrants”), as follows:
- Non-FT Units consisting of 12,671,857 Shares and 12,671,857 Warrants. Each Warrant is exercisable to purchase one Share, at $0.10 per Share, until April 8, 2024 or earlier subject to an accelerated option clause (the “Acceleration Clause”). Pursuant to the Acceleration Clause, if the Shares close at or above $0.30 for five consecutive trading days on the TSX Venture Exchange (the “TSXV”), then the Warrants must be exercised within a 60-day period by the warrant holders, or failing which, the Warrants shall expire as null and void.
- FT Units consisting of 3,025,000 Shares and 1,512,500. These Shares were issued as “flow-through shares” within the meaning of the Income Tax Act (Canada). Each Warrant is exercisable to one Share, at $0.15 per Share until on April 8, 2024 or earlier subject to the Acceleration Clause.
The Company paid aggregate cash finders’ fees of $15,360 and issued an aggregate 198,000 non-transferable share purchase warrants (the “Finder’s Warrants”) to certain eligible finders. The Finders’ Warrants are exercisable to purchase 48,000 Shares at $0.10 per Share and 150,000 Shares at $0.15 per Share. The Finder’s Warrants expire on April 8, 2024 or earlier subject to the Acceleration Clause
All securities issued in connection with the second tranche of the Private Placement are subject to a statutory hold period expiring on August 9, 2022 in accordance with applicable securities legislation.
Together with the first tranche Private Placement that closed on March 10, 2022, the Company has to date sold and issued an aggregate:
- 20,858,287 Non-FT Units for gross proceeds of $1,460,080.09 and, further to the re-allocation of the Units, the balance to be sold under the Private Placement is 10,570,285 Non-FT Units ($739,919.95).
- 6,725,000 FT Units for gross proceeds of $538,000 and, further to the re-allocation of the Units, the balance to be sold under the Private Placement is 13,275,000 FT Units ($1,062,000).
In aggregate, the Company paid cash finders’ fees of $42,402 and issued 561,279 Finder’s Warrant, exercisable to purchase 250,029 Shares at $0.10 per Share and 311,250 Shares at $0.15 per Share. The Finder’s Warrants expire 24 months from the date of issue or earlier subject to the Acceleration Clause
The Company intends to complete in further tranche(s) by April 24, 2022.
All securities issued in connection with the Private Placement are subject to a statutory hold period in accordance with applicable securities legislation.
For further details of the Private Placement and the terms of the Units, see the Company’s news releases dated February 28, 2022 and March 11, 2022 filed under the Company’s profile on SEDAR at https://www.sedar.com.
ON BEHALF OF THE BOARD OF DIRECTORS OF
ARCTIC STAR EXPLORATION CORP.
Patrick Power, President & CEO
+1 (604) 218-8772
This news release contains “forward-looking statements” including but not limited to statements with respect to Arctic Star’s plans, the Private Placement and the use of proceeds. 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, including but not limited to: risks related to the completion of the Private Placement and our plan to use all or some portion of the proceeds for exploration on the Diagras Diamond Project. 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 or we are unable to raise all of the funds we are seeking to raise, in which event we may require all funds raised, if any, to be used for working capital rather than for exploration on the Diagras Diamond Project; and 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.