Conquest closes $415,000 final tranche of financing

Executive Summary

• Conquest Resources Ltd. has closed the final tranche of its previously announced non-brokered private placement, upsizing the total financing from $300,000 to $415,000 due to high investor interest.
• The company issued 8.3 million shares at a price of $0.05 per share, generating gross proceeds of $415,000.
• The transaction involves insider participation and is structured as a related party transaction exempt from formal valuation and minority shareholder approval requirements under Canadian securities regulations.

Key Details

• Transaction Structure: Non-brokered private placement financing.
• Upsizing: The financing was increased from an initial $300,000 to a final total of $415,000.
• Share Issuance: 8.3 million shares issued.
• Price Per Share: $0.05.
• Gross Proceeds: $415,000.
• Use of Proceeds: Funding for the Belfast-Teck Mag project in Ontario, working capital, and general corporate purposes.
• Finder’s Fees: An aggregate of $9,000 in cash finders' fees paid to an arm's-length party, representing 6% of the gross proceeds from shares sold to subscribers introduced by that party.
• Insider/Related Party Status: The financing includes participation by an insider/related party. It is exempt from formal valuation and minority shareholder approval requirements under Section 5.5(c) and 5.7(b) of Multilateral Instrument 61-101 (MI 61-101) because the fair market value does not exceed $2.5 million.
• Regulatory Exemptions: The company relies on exemptions under Section 5.5(b) and 5.7(a) of MI 61-101, noting that the fair market value of shares issued to the related party does not exceed 25% of the company's market capitalization.
• Control: No new control person will be created as a result of this private placement.
• Conditions: The financing is subject to necessary regulatory approvals, including acceptance by the TSX Venture Exchange.
• Hold Period: A hold period of four months and one day applies from the closing date in accordance with applicable securities laws.