Iconic Minerals Announces Closing of Non-Brokered Private Placement for $3,750,000

Executive Summary

• Iconic Minerals Ltd. closed a non‑brokered private placement of 30 million units at CAD $0.0125 per unit, raising gross proceeds of CAD $3.75 million.
• Each unit includes one common share and one warrant to purchase an additional share at $0.17 for two years; a “Warrant Acceleration Clause” may shorten the expiry if the share price exceeds $0.35 for ten qualifying days.
• Proceeds are earmarked for exploration work on the New Pass gold property in Nevada and for general working capital.

Key Details

• Units Issued: 30,000,000 units at CAD $0.0125 per unit → Gross proceeds: CAD $3,750,000.
• Unit Composition: 1 common share + 1 common‑share purchase warrant (exercise price $0.17, 2‑year term).
• Warrant Acceleration Clause: If TSXV‑listed common shares close at ≥ $0.35 for a minimum of 10 non‑consecutive trading days (starting four months after closing), the company may accelerate warrant expiry to 30 days after notice.
• Holding Period: All securities subject to a four‑month and one‑day hold period in Canada; closing pending TSXV approval.
• Use of Proceeds: Exploration on New Pass gold property (Nevada, USA) and general working capital.
• Finder’s Compensation: Finder’s fees of CAD $55,081.25 plus issuance of 470,000 finder’s warrants (exercise price $0.17, 2‑year term, same acceleration terms).
• Related Party Subscription: Insiders subscribed for 4,000,000 units; President/CEO Richard Kern and CFO Richard Barnett together subscribed for 3,340,000 units. Transaction qualifies as a related‑party transaction under MI 61‑101; exemption relied upon “Fair Market Value Not More Than $8,626,865.”
• Regulatory Notices: Securities not registered in the U.S.; offering restricted to non‑U.S. persons per Regulation S.

Notable Quotes

• “The successful closing of this financing provides us with the capital needed to advance our New Pass gold project and sustain ongoing operations,” – Richard Kern, CEO.