/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN
CANADA ONLY AND IS NOT INTENDED
FOR DISTRIBUTION TO UNITED STATES
NEWSWIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES./
TORONTO, Dec. 31, 2020 /CNW/ - Laurion Mineral
Exploration Inc. (TSXV: LME) (OTCPINK:
LMEFF) ("LAURION" or the "Corporation") today
announced that it has closed its non-brokered private placement
(the "Private Placement"), which was initially announced on
December 18, 2020, consisting of an
aggregate of 2,172,000 flow-through units (the "Units") at a
subscription price of $0.25 per Unit,
for aggregate gross proceeds to the Corporation of $543,000.
Each Unit consists of one common share of the Corporation issued
as a "flow-through share" (as defined in subsection 66(15) of the
Income Tax Act (Canada)
(the "Tax Act")) (each, a "FT Share") and one common
share purchase warrant (each, a "Warrant"). Each Warrant
entitles the holder thereof to acquire one non flow-through common
share of the Corporation at a price of $0.26 per share for a period of 24 months from
the date of issuance.
The gross proceeds allocable to the FT Shares comprising the
Units will be used for "Canadian exploration expenses" (within the
meaning of the Tax Act), which will qualify, once renounced, as
"flow-through mining expenditures", as defined in the Tax Act,
which will be renounced with an effective date of no later than
December 31, 2020 (provided the
subscriber deals at arm's length with the Corporation at all
relevant times) to the initial purchasers of Units in an aggregate
amount not less than the gross proceeds raised from the issue of
the Units which are allocable to the FT Shares.
In connection with the Private Placement, an arm's-length finder
received $35,000 as a cash finder's
commission and 140,000 finder's warrants having the same attributes
as the Warrants.
The Chief Financial Officer of the Corporation, Miles Nagamatsu, participated in the Private
Placement. Such participation represents a related-party
transaction under Multilateral Instrument 61-101 - Protection of
Minority Security Holders in Special Transactions ("MI
61-101"), but is exempt from the formal valuation and minority
shareholder approval requirements of MI 61-101 as neither the fair
market value of the subject matter of the transaction, nor the
consideration paid, exceed 25% of the Corporation's market
capitalization.
The Private Placement was approved by all of the independent
directors of the Corporation. The number of common shares
potentially issuable to insiders of the Corporation pursuant to the
Private Placement (including any common shares issuable upon the
exercise of the Warrants) represents not more than 10% of the
Corporation's currently issued and outstanding common shares on a
non-diluted basis.
Immediately prior to the closing of the Private Placement, Mr.
Nagamatsu owned 500,000 stock options entitling him to purchase
500,000 common shares of the Corporation.
Following the closing of the Private Placement, Mr. Nagamatsu
directly and indirectly owns the following securities of the
Corporation:
i.
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100,000 FT Shares,
representing approximately 0.05% of the issued and outstanding
common shares of the Corporation;
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|
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ii.
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Warrants entitling
Mr. Nagamatsu to purchase 100,000 common shares of the Corporation;
and
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|
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iii.
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stock options
entitling Mr. Nagamatsu to purchase 500,000 common shares of the
Corporation.
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Assuming the exercise of all Warrants and stock options held by
Mr. Nagamatsu, he would own 700,000 common shares, representing
approximately 0.34% of the issued and outstanding common shares of
the Corporation.
Pursuant to applicable Canadian securities laws, all securities
issued pursuant to the Private Placement are subject to a hold
period of four months and one day, expiring on May 1, 2021. The Private Placement remains
subject to the final approval of the TSX Venture Exchange (the
"TSXV").
About LAURION Mineral Exploration Inc.
The Corporation is a junior mineral exploration and development
company listed on the TSXV under the symbol LME and on the OTCPINK
under the symbol LMEFF. The Corporation currently has 202,684,319
outstanding shares, of which approximately 72% of LAURION's issued
and outstanding shares are owned and controlled by Insiders who are
eligible investors under the "Friends and Family" categories.
LAURION's emphasis is on the development of its flagship
project, the 100% owned mid-stage 47 km2 Ishkoday
Project, and its gold-silver and gold-rich polymetallic
mineralization with a significant upside potential. The
mineralization on Ishkoday is open at depth beyond the current
core-drilling limit of -200 m from
surface, based on the historical mining to a -685 m depth, in the past producing Sturgeon
River Mine. The recently acquired Brenbar Property, which is
contiguous with the Ishkoday Property, hosts the historic Brenbar
Mine and LAURION believes the mineralization to be a direct
extension of mineralization from the Ishkoday Property.
Follow us on Twitter: @LAURION_LME
Caution Regarding Forward-Looking Information
This press release contains forward-looking statements, which
reflect the Corporation's current expectations regarding future
events, including with respect to LAURION's business, operations
and condition, management's objectives, strategies, beliefs and
intentions, and the use of proceeds from the Private Placement. The
forward-looking statements involve risks and uncertainties. Actual
events and future results, performance or achievements expressed or
implied by such forward-looking statements could differ materially
from those projected herein including as a result of a change in
the trading price of the common shares of LAURION, the TSXV not
providing its final approval for the Private Placement, the
interpretation and actual results of current exploration
activities, changes in project parameters as plans continue to be
refined, future prices of gold and/or other metals, possible
variations in grade or recovery rates, failure of equipment or
processes to operate as anticipated, the failure of contracted
parties to perform, labor disputes and other risks of the mining
industry, delays in obtaining governmental approvals or financing
or in the completion of exploration, as well as those factors
disclosed in the Corporation's publicly filed documents. Investors
should consult the Corporation's ongoing quarterly and annual
filings, as well as any other additional documentation comprising
the Corporation's public disclosure record, for additional
information on risks and uncertainties relating to these
forward-looking statements. The reader is cautioned not to rely on
these forward-looking statements. Subject to applicable law, the
Corporation disclaims any obligation to update these
forward-looking statements.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICE
PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX
VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR
ACCURACY OF THE CONTENT OF THIS NEWS RELEASE.
SOURCE Laurion Mineral Exploration Inc.