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Financings

Auscan Resources closes $238,800 private placement

By The Northwire Desk — AI Analysis Aug 22, 2025 · 18:08 ACR · 0.23 Auscan Resources Inc
ACR · Price

Executive Summary

  • Auscan Resources Inc. has closed a private placement financing, issuing a total of 1.5 million units (1.04 million at 15 cents and 460,000 at 18 cents) for gross proceeds of $238,800.
  • The transaction includes significant insider participation by Nick DeMare (Interim CEO/CFO), who acquired 770,000 units, increasing his beneficial ownership from 0.43% to 19.16% on an undiluted basis.
  • The company also amended the exercise price of 35,000 options granted to non-insiders from 27 cents to 24 cents per share.

Key Details

  • Financing Structure & Pricing:
    • Tranche 1: 1.04 million units issued at $0.15 per unit.
    • Tranche 2: 460,000 units issued at $0.18 per unit.
    • Total Gross Proceeds: $238,800.
    • Use of Proceeds: General working capital purposes.
  • Warrant Terms:
    • Tranche 1 Warrants: Each unit includes one-half warrant. Each whole warrant entitles the holder to purchase one common share at $0.20 per share for one year.
    • Tranche 2 Warrants: Each unit includes one-half warrant. Each whole warrant entitles the holder to purchase one warrant share at $0.24 per share for one year.
    • Restrictions: Certain warrants have restrictions prohibiting exercise in certain circumstances.
  • Hold Period: All shares and warrants issued are subject to a four-month hold period from the date of closing.
  • Insider Participation (Related Party Transaction):
    • Total Insider Purchase: 835,000 units for a total of $139,050.
    • Exemption: The transaction was exempt from formal valuation and minority shareholder approval requirements under MI 61-101 as the fair market value of securities issued to insiders and consideration paid did not exceed 25% of the company's market capitalization.
    • No Material Change Report Filed: The company did not file a material change report 21 days prior to closing as insider details were not confirmed at that time.
  • Nick DeMare Transaction Details:
    • Role: Interim CEO, Interim CFO, and Director.
    • Acquisition via DNG Holdings Ltd. (Wholly Owned): 310,000 units at $0.15/unit and 65,000 units at $0.18/unit.
    • Acquisition via 888 Capital Corp. (50% Owned): 395,000 units at $0.18/unit.
    • Total Units Acquired by DeMare: 770,000 units.
  • Ownership Impact:
    • Pre-Transaction: DeMare held ~0.43% of issued shares (undiluted) or 6.8% (partially diluted).
    • Post-Transaction: DeMare holds 781,000 shares, 483,000 warrants, and 79,000 stock options.
    • New Ownership Percentage: ~19.16% (undiluted) or 26.14% (partially diluted, assuming exercise of 385,000 warrants from this financing).
    • Threshold: The acquisition resulted in DeMare acquiring 2% or more of the issued and outstanding shares.
  • Option Amendment:
    • Quantity: 35,000 options granted to non-insiders.
    • Change: Exercise price amended from $0.27 to $0.24 per share.
    • Other Terms: All other terms remained unchanged.

Notable Quotes

  • "Mr. DeMare acquired the shares for investment purposes only and will maintain his holdings in Auscan. In the future, Mr. DeMare may take such actions in respect of his holdings in the company as he may deem appropriate, depending on the then market conditions and circumstances."
Read the original news release →