THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES
October 4, 2024 – Vancouver, British Columbia – Arctic Star Exploration Corp. (“Arctic Star” or the “Company”) announces that it has withdrawn the private placement first announced on July 26, 2024, as further updated on September 17, 2024 and September 25, 2024 (the “Offering”). The Offering was for up to 13,750,000 units of the Company (the “Units”) at a price of $0.02 per Unit, for gross proceeds of up to $275,000. Each Unit was to be comprised of one common share in the capital of the Company (a “Share”) and one non-transferable share purchase warrant (a “Warrant”). Each Warrant was exercisable to purchase one additional Share (a “Warrant Share”) for a period of 24 months from the closing date at an exercise price of $0.08 per Warrant Share.
The Company is pleased to announce that it will be launching a new offering (the “New Offering”). Under the New Offering, the Company will offer Units a price of $0.015 per Unit instead of $0.02 per Unit and warrants at $0.05 instead of $0.08 per Warrant Share. The remaining terms of the New Offering and the terms of the Warrants and the anticipated gross proceeds will remain the same as the Offering.
The Company may pay a finder’s fee on the New Offering within the maximum amount permitted by the policies of the TSX Venture Exchange (“TSXV”). The Company may complete multiple closings of the New Offering, as subscriptions are received. Each closing is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals.
No Insiders (as such term is defined under the policies of the TSXV) or persons conducting investor relations activities are expected to participate in the New Offering.
Closing of the New Offering is subject to certain customary conditions, including, without limitation, approval of the TSXV. The securities to be issued under the New Offering will be offered by way of private placement in such provinces or territories of Canada as may be determined by the Company, in each case, pursuant to applicable exemptions from the prospectus requirements under applicable securities laws. Securities issued under the New Offering will be subject to a hold period which will expire four months and one day from the date of closing of the New Offering.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States or to any “U.S. Person” (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”)) of any equity or other securities of the Company. The securities described herein have not been, and will not be, registered under the U.S. Securities Act or under any state securities laws and may not be offered or sold in the United States or to a U.S. Person absent registration under the U.S. Securities Act and applicable securities laws or an applicable exemption therefrom. Any failure to comply with these restrictions may constitute a violation of U.S. securities laws. Among other costs, the Company will use the proceeds from the Offering for exploration expenses and general working capital.
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 New Offering. 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 New Offering and receiving requisite regulatory approvals for the New Offering. 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 TSX Venture Exchange approval for the New Offering or we are unable to raise all of the funds we are seeking to raise. Our proposed use of proceeds is subject to receipt of TSX Venture Exchange 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.
