Falco Resources closes $13.12-million private placement

Executive Summary

• Falco Resources Ltd. has closed its previously announced bought deal private placement, raising aggregate gross proceeds of $13,121,600.
• The company issued 41,005,000 units at a price of 32 cents per unit, with net proceeds designated for the advancement of the Horne 5 project, working capital, and general corporate purposes.
• The transaction includes related party participation from Osisko Development Corp. and certain directors/officers, constituting a related party transaction under MI 61-101.

Key Details

• Transaction Structure: Bought deal private placement led by Cantor Fitzgerald Canada Corp. (lead agent/sole bookrunner), with BMO Nesbitt Burns Inc., National Bank Financial Inc., and Canaccord Genuity Corp. as participants.
• Units Issued: 41,005,000 units.
• Price: 32 cents per unit.
• Gross Proceeds: $13,121,600.
• Underwriter Fees: Aggregate cash fee of $787,296.
• Warrant Terms: Each unit includes one-half of one common share purchase warrant. Each warrant is exercisable to acquire one common share at an exercise price of 46 cents.
• Warrant Expiry: On or before April 17, 2027.
• Use of Proceeds: Advancement of the Horne 5 project, working capital, and general corporate purposes.
• Hold Period: Four months plus one day from the date of issuance for all common shares and warrants.
• Related Party Participation: Related parties (including Osisko Development Corp. and certain directors/officers) subscribed for 7,455,000 units.
• Regulatory Context: The offering constitutes a related party transaction under Multilateral Instrument 61-101. The corporation relied on exemptions from formal valuation requirements (Section 5.5(a)) and minority shareholder approval requirements (Section 5.7(1)(a)) as the fair market value involving interested parties did not exceed 25% of market capitalization.
• Material Change Report: A material change report will be filed following the closing; it was not filed 21 days prior to closing because related party participation was not confirmed at that time.