Iconic Minerals closes $3.75-million financing

Executive Summary

• Iconic Minerals Ltd. has closed a non-brokered private placement raising gross proceeds of $3.75 million.
• The company issued 30 million units at a price of 1.25 cents per unit, with each unit comprising one common share and one common share purchase warrant.
• Proceeds are designated for exploration work on the New Pass gold property in Nevada and for general working capital.

Key Details

• Transaction Structure: Non-brokered private placement.
• Units Issued: 30,000,000 units.
• Price Per Unit: 1.25 cents.
• Gross Proceeds: $3,750,000.
• Warrant Terms: Each unit includes one common share purchase warrant.
  • Exercise Price: 17 cents per share.
  • Duration: Two years from the date of issuance.
  • Acceleration Clause: If common shares trade at or above 35 cents for 10 non-consecutive trading dates (starting 4 months post-closing), the company may accelerate warrant expiry, with warrants expiring 30 days after notice.
• Hold Period: All securities are subject to a four-month and a day hold period in Canada.
• Regulatory Status: Closing is subject to approval by the TSX Venture Exchange.
• Use of Proceeds: Exploration of the New Pass gold property (Nevada) and general working capital.
• Finder’s Fees:
  • Cash: $55,081.25 paid to Canaccord Genuity Corp.
  • Warrants: 470,000 finders' warrants issued to Canaccord Genuity Corp.
  • Finder Warrant Terms: Exercisable at 17 cents per share for two years, including the same acceleration clause terms as the investor warrants.
• Insider Participation:
  • Total insider subscription: 4,000,000 units.
  • Richard Kern (President and CEO) and Richard Barnett (CFO) subscribed for 340,000 units combined.
• Regulatory Exemptions: The transaction is classified as a related party transaction under Multilateral Instrument 61-101. The company relied on the "fair market value not more than $8,626,865" exemptions to waive formal valuation and minority shareholder approval requirements.