December 30, 2016 – Arctic Star Exploration Corp, (“Arctic Star” or the “Company”) (TSXV:ADD) announces that it has completed the second tranche of its previously announced private placement financing (the “Financing”), as described in its News Release dated October 12, 2016, pursuant to which it has issued an aggregate 7,760,000 units (each, a “Unit”) at a price of $0.06 per Unit for gross proceeds of $465,600. Each Unit consists of one common share (each, a “Share”) and one share purchase warrant (each, a “Warrant”). Each Warrant is exercisable into one Share at a price of $0.08 per Share for a period of two years from the date of issuance.
The Company paid cash finder’s fees of $21,600 and issued 760,000 share purchase warrants (the “Finder’s Warrants”) to one finder in connection with the second tranche of the Financing. Each Finder’s Warrant is exercisable into one Share at a price of $0.06 per Share for a period of two years from the date of issuance.
Proceeds from the Financing will be used to develop existing properties, potential future acquisitions and general working capital.
The Company also announced that it closed a non-brokered private placement (the “Flow-through Financing”) consisting of 5,000,000 flow-through common shares (each, a “Flow-through Share”) at a price of $0.06 per Flow-through Share for total proceeds of $300,000. The Company has raised total gross proceeds of $1,472,300.04 from the closing of the first and second tranches of the Financing and the closing of the Flow-through Financing.
Use of proceeds received from the Flow-through Financing is planned for a drill program on Arctic’s 100 percent owned Cap Property, located 85 Kilometers northeast of Prince George, B.C. The Cap property is a 2,353ha Rare Earth Elements and Niobium property that has had extensive geophysics, as well as soil and rock sampling programs that has identified key drill targets. Dahrouge Geological Consulting will be managing the program on behalf of Arctic.
The Company paid $24,000 finder’s fees in connection with the closing of the Flow-through Financing.
The securities issued under the Financing and the Flow-through Financing, and the shares that may be issuable on exercise of the Warrants and Finder’s Warrants, are subject to a statutory hold period expiring on April 30, 2017.
An Insider of the Company subscribed for a total of 1,000,000 Units under the Financing, which is a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The issuance to the insider is exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in section 5.5(b) as the Company’s shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101 in that the fair market value of the consideration of the shares issued to the related parties did not exceed 25% of the Company’s market capitalization.
The Company also announces that it has granted an aggregate of 3,680,000 stock options to its directors, officers, employees and consultants for the purchase of up to 3,680,000 common shares of the Company pursuant to its Stock Option Plan. Each option is exercisable for a period of 5 years at a price of $0.085 per common share.
ON BEHALF OF THE BOARD OF DIRECTORS OF
ARCTIC STAR EXPLORATION CORP.
Patrick Power, President