Metalquest arranges private placement

Executive Summary

• Metalquest Mining Inc. has announced a non-brokered private placement financing consisting of both flow-through (FT) and non-flow-through (NFT) units.
• The offering aims to raise up to $2.52 million in total gross proceeds, with specific allocations for the Superior iron project, Quebec/Canada flow-through eligible properties, and general working capital/exploration.
• The transaction involves insiders and an existing control person, constituting a related-party transaction under Multilateral Instrument 61-101, with exemptions sought from formal valuation and minority shareholder approval requirements.

Key Details

• Flow-Through Units (FT):
  • Quantity: Up to 8,333,333 units.
  • Price: 18 cents per FT unit.
  • Gross Proceeds: Up to $1.5 million.
  • Composition: One flow-through common share and one-half of one share purchase warrant per unit.
  • Use of Proceeds: Superior iron project and flow-through eligible properties in Quebec and Canada.
• Non-Flow-Through Units (NFT):
  • Quantity: Up to 6,000,000 units.
  • Price: 17 cents per NFT unit.
  • Gross Proceeds: Up to $1.02 million.
  • Composition: One common share and one-half of one share purchase warrant per unit.
  • Use of Proceeds: Working capital and exploration.
• Warrant Terms:
  • Exercise Price: 40 cents per share for both FT and NFT warrants.
  • Duration: Two years from closing.
  • Ratio: Each whole warrant allows purchase of one additional common share.
• Finder’s Fees:
  • May be paid in cash and/or non-transferable share purchase warrants.
  • Fee Structure: Up to 5% in cash and/or 5% in warrants.
  • Finder’s Warrant Terms: Exercise price of 40 cents, duration of two years from closing.
  • Subject to exchange approval.
• Regulatory and Insider Participation:
  • Insiders and an existing control person are participating in the placement.
  • The issuance to insiders is a related-party transaction under MI 61-101.
  • The company intends to rely on exemptions from formal valuation and minority shareholder approval requirements under sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the insider participation is not anticipated to exceed 25% of the company's market capitalization.
  • A material change report will be filed fewer than 21 days prior to closing.
• Hold Period:
  • All securities (NFT units, FT units, and finder's fee warrants) are subject to a four-month-and-a-day hold period under Canadian securities laws.