SLAM Closes Private Placement
Not for Distribution to U.S. Newswire Services or for Dissemination in the United States
MIRAMICHI, New Brunswick, Dec. 28, 2022 (GLOBE NEWSWIRE) — SLAM Exploration Ltd. (TSXV: SXL) (the “Company” or “SLAM”) announces that it has closed a private placement of 1,530,000 flow-through units (the “FT Units”) at a price of $0.05 per FT Unit for gross proceeds of $76,500 (the “Private Placement”). Each FT Unit is comprised of one common share in the capital of the Company issued on a “flow-through” basis and one-half of one common share purchase warrant issued on a non-flow-through basis (with two half common share purchase warrants being a “Warrant”). Each Warrant will entitle the holder thereof to acquire one non-flow-through common share at a price of $0.05 for a period of 24 months from the date of issuance. The FT Units are subject to a statutory hold period of four months and one day which will expire on April 21, 2023.
No finder’s fees were payable on the Private Placement. Proceeds received from the FT Units will be used to fund exploration on SLAM’s gold and base metal projects in Canada with the main focus on New Brunswick.
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.
MI 61-101 Disclosure
Certain insiders of the Company participated in the Private Placement for an aggregate total of $50,000 in FT Units. The participation by such insiders is considered a “related-party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the placement as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the related parties, exceeded 25% of the Company’s market capitalization (as determined under MI 61-101).
The Company did not file a material change report more than 21 days before the expected closing of the Private Placement as the details of the participation therein by related parties of the Company were not settled until shortly prior to closing of the Private Placement and the Company wished to close on an expedited basis for sound business reasons.
The Private Placement remains subject to final acceptance from the TSX Venture Exchange.
For additional information call Mike Taylor at 506-623-8960.
About SLAM Exploration Ltd:
SLAM is a project-generating resource company with base and precious metal properties in New Brunswick and Ontario, Canada. In addition to its Menneval and Jake Lee gold projects, the Company owns a portfolio of base metal properties in the Bathurst Mining Camp (“BMC”) of New Brunswick. SLAM is actively exploring the Jake Lee, Mount Victor and Little Mount Pleasant gold properties in southwestern New Brunswick where Galway Metals is working on a multi-million ounce gold deposit at Clarence stream. SLAM owns the Cumberland Bay and Benjamin River rare earth element (REE) projects in central and northern New Brunswick. The Company holds NSR royalties on the Ferguson Brook and Ramsay Brook gold properties and on the Superjack, Nash Creek and Coulee zinc‐lead‐copper‐silver properties in the BMC. The Company holds NSR royalties on the Reserve Creek and Opikeigen gold properties and also owns the Keezhik and Miminiska gold projects in Ontario.
The Company has generated cash from the sale of securities received from mineral property option agreements with other companies. Additional information about SLAM and its projects is available at www.slamexploration.com or from SEDAR filings at www.sedar.com. Follow us on twitter @SLAMGold.
Certain information in this press release may constitute forward-looking information, including statements that address the Private Placement, the closing of the Private Placement, future production, reserve potential, exploration and development activities and events or developments that the Company expects. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. The Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to the Company. There are a number of risk factors that could cause future results to differ materially from those described herein. Information identifying risks and uncertainties is contained in the Company’s filings with the Canadian securities regulators, which filings are available at www.sedar.com.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.