Fredonia Mining Inc. (TSXV: FRED) (the "
Company"
or "
Fredonia"), is pleased to announce that it has
entered into an agreement with Paradigm Capital Inc. (the
"
Agent") in connection with a proposed best
efforts private placement financing (the
"
Offering") for total proceeds of approximately $3
million, consisting of a minimum of 17,000,000 units of the Company
(the "
Units") at a price of $0.18 per Unit. Each
Unit will comprise one common share (a "
Common
Share") and one common share purchase warrant (a
“
Warrant”). Each Warrant will be exercisable for
five years from the Closing Date at an exercise price of $0.28 per
Common Share.
In addition, the Company will grant the Agent an
option (the “Agent’s Option”) to sell up to that
number of additional Units equal to 15% of the base Offering size,
exercisable up to 48 hours prior to the closing of the
Offering.
The net proceeds from the Offering shall be used
to fund ongoing exploration, updating technical studies, and for
general corporate purposes.
The Offering is expected to close on or about
April 27, 2022 (the "Closing Date") and will be
subject to regulatory approvals and customary closing conditions,
including listing of the Common Shares on the TSX Venture Exchange.
All securities issued pursuant to the Offering will have a hold
period of four months and one day.
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 U.S.
state securities laws, and may not be offered or sold in the United
States without registration under the U.S. Securities Act and all
applicable state securities laws or compliance with the
requirements of an applicable exemption therefrom. This news
release does not constitute an offer to sell or the solicitation of
an offer to buy securities in the United States, nor may there be
any sale of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful.
Certain directors and officers of the Company
may participate in the Offering. A material change report with
respect to the Offering is expected to be filed less than 21 days
before the expected Closing Date, which is reasonable and necessary
in the circumstances for the Company to take advantage of available
financing opportunities.
About Fredonia
Fredonia, directly or indirectly, owns a 100%
interest in certain license areas (totaling approximately 18,300
ha.) (collectively, the "Project"), all within the
Deseado Massif geological region in the Province of Santa Cruz,
Argentina, including the following principal areas: El Aguila,
approx. 9,100ha, Petrificados, approx. 3,000ha, and the flagship,
advanced El Dorado-Monserrat ("EDM") covering approx. 6,200ha
located close to Anglo Gold Ashanti's Cerro Vanguardia mine,
subject to a 1.5% net smelter return royalty on the EDM project,
and a 0.5% net profits interest on Winki II, El Aguila I, El Aguila
II and Petrificados.
Forward-looking Information Cautionary
Statement
This news release contains "forward‐looking
information" within the meaning of the applicable Canadian
securities legislation that is based on expectations, estimates,
projections and interpretations as at the date of this news
release. The information in this news release about the Offering;
the use of the proceeds from the Offering; the jurisdictions in
which the Units are offered or sold; the number of Units offered or
sold; the gross proceeds from the Offering; the timing and ability
of the Company to close the Offering, if at all; the timing and
ability of the Company to satisfy the listing conditions of the TSX
Venture Exchange, if at all; the prospects of the Project; the
filing of a material change report with respect to the Offering;
and any other information herein that is not a historical fact may
be "forward-looking information". Any statement that involves
discussions with respect to predictions, expectations,
interpretations, beliefs, plans, projections, objectives,
assumptions, future events or performance (often but not always
using phrases such as "expects", or "does not expect", "is
expected", "interpreted", "management's view", "anticipates" or
"does not anticipate", "plans", "budget", "scheduled", "forecasts",
"estimates", "believes" or "intends" or variations of such words
and phrases or stating that certain actions, events or results
"may" or "could", "would", "might" or "will" be taken to occur or
be achieved) are not statements of historical fact and may be
forward-looking information and are intended to identify
forward-looking information. This forward-looking information is
based on reasonable assumptions and estimates of management of the
Company, at the time such assumptions and estimates were made, and
involves known and unknown risks, uncertainties or other factors
which may cause the actual results, performance or achievements of
the Company to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking information. Such factors include, among others,
risks relating to the Offering; volatility in the trading price of
common shares of the Company; risks relating to the ability of the
Company to obtain required approvals, complete definitive
documentation and complete the Offering on the terms announced;
ability of Fredonia to complete further exploration activities;
property interests; the results of exploration activities; risks
relating to mining activities; the global economic climate; metal
prices; dilution; environmental risks changes in the tax and
regulatory regime; and community and non-governmental actions.
Although the forward-looking information contained in this news
release is based upon what management believes, or believed at the
time, to be reasonable assumptions, the Company cannot guarantee
shareholders and prospective purchasers of securities of the
Company that actual results will be consistent with such
forward-looking information, as there may be other factors that
cause results not to be as anticipated, estimated or intended, and
neither Company nor any other person assumes responsibility for the
accuracy and completeness of any such forward looking information.
Company does not undertake, and assumes no obligation, to update or
revise any such forward looking statements or forward-looking
information contained herein to reflect new events or
circumstances, except as may be required by law.
Neither 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.
For further information: Please visit the
Company website www.fredoniamanagement.com or contact: Carlos
Espinosa, Chief Financial Officer, Direct: +1-647-401-9292, Email:
cespinosa@slgmexico.com
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