Latest news with #Regulation61-101
Cision Canada
5 days ago
- Business
- Cision Canada
KDA GROUP ANNOUNCES CLOSING OF PRIVATE PLACEMENT Français
THETFORD MINES, QC, May 29, 2025 /CNW/ - KDA Group Inc. (TSXV: KDA) (" KDA" or the " Corporation"), a leader in innovative technological solutions for healthcare professionals, is pleased to announce the closing of a private placement with accredited investors totaling 8,800,000 units (the " Units") at a price of $0.25 per Unit for total gross proceeds of $2,200,000 (the " Private Placement"). Each Unit consists of one Class A Share of KDA (" Common share") and one Common share purchase warrant (a " Warrant"). Each Warrant entitles the holder to purchase one additional Common share of the Corporation at an exercise price of $0.35 per Common share for a period of 24 months ending May 29, 2027. All securities issued pursuant to the Private Placement are subject to a mandatory four-month and one-day hold period expiring on September 30, 2025 in accordance with applicable securities regulations. KDA will use the Private Placement proceeds for its working capital and general corporate purposes. No finder's fee nor commission are payable in connection with the Private Placement. The Private Placement was carried out pursuant to prospectus exemptions of applicable securities laws and is subject to final acceptance by the TSX Venture Exchange. Marc Lemieux, an officer and director of the Corporation, purchased 80,000 Units for a total consideration of $20,000. Marc Lemieux is hereinafter referred to as the "Insider". The Insider is considered "related party" and "insider" of the Corporation for the purposes of applicable securities laws and stock exchange rules. The subscription and issuance of Units by the Insider constitutes a related party transaction but is exempt from the formal valuation and minority approval requirements of Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions as neither the fair market value of the Common shares and Warrants issued to the Insider, nor the consideration paid by such Insider, exceeds 25% of the Corporation's market capitalization. ABOUT KDA GROUP KDA Group is a leader in technological innovations and specialized software solutions (SaaS – Software as a service) for the healthcare professionals' market. KDA is a corporation that offers quality products and has respected expertise among the various stakeholders in the pharmaceutical and medical sectors. The technology products developed by KDA aim, among other things, to accelerate the healthcare's digital transformation, and are available for the Canadian and international markets. Additional information about the Corporation is available at and on SEDAR+ at This press release from KDA Group contains forward-looking statements. Forward-looking statements are typically identified by the words assumption, goal, guidance, objective, outlook, strategy, target, and other similar expressions, or future or conditional verbs such as aim, anticipate, believe, predict, could, expect, intend, may, plan, seek, should, strive, and will. By their nature, forward-looking statements require us to make estimates and assumptions and express opinions based on current conditions and anticipated developments, as well as other factors that Management may deem appropriate under the circumstances. There is inherent uncertainty and significant risk in these estimates, assumptions, and opinions, particularly of a commercial, economic, and competitive nature, and they are therefore subject to change. KDA Group cannot guarantee that these estimates, assumptions, and opinions will prove to be accurate. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
Yahoo
15-05-2025
- Business
- Yahoo
Radisson Announces Closing of Previously Announced $12 Million Oversubscribed Private Placement
Rouyn-Noranda, Quebec--(Newsfile Corp. - May 15, 2025) - Radisson Mining Resources Inc. (TSXV: RDS) (OTCQB: RMRDF) ("Radisson" or the "Company") is pleased to announce that it has closed its previously announced non-brokered private placement (the "Offering") for total gross proceeds of $12,070,000. Pursuant to the closing, Radisson issued: (i) 4,500,001 Class A common shares of the Company ("Common Shares") at a price of C$0.30 per Common Share, and; (ii) 31,529,411 Class A common shares of the Company (the "FT Shares"), which shall each qualify as a "flow-through share" as defined in subsection 66(15) of the Income Tax Act (Canada) ("ITA") and section 359.1 of the Taxation Act (Québec) (the "Québec Tax Act"), at a price of C$0.34 per FT Share. Matt Manson, President and CEO, commented: "We would like to thank those new and existing shareholders who have participated in this successful financing. Since late last year, we have been achieving consistent success with our strategy of drilling below the existing Mineral Resources at the O'Brien Gold Project. In particular, we are excited by what is developing with our drilling below the historic O'Brien mine workings, where multiple drill holes have intersected high-grade gold intercepts, delineating a large zone of multiple veins with good continuity. We believe the historic O'Brien mine and the current Mineral Resources, 75% of which are defined to depths of only 600 metres, represent the near-surface portions of a much larger mineralizing system that extends to depth, with considerable scale potential. Our strengthened treasury will now allow us to pursue this potential aggressively. Drilling is ongoing with three rigs on our original 22,000 metre 2025 drill program, and additional assay results are upcoming. We expect to release details of an expanded and extended drill program at O'Brien, shortly." Gross proceeds received by the Company from the sale of the FT Shares will be used to incur Canadian Exploration Expenses ("CEE") that are "flow-through mining expenditures" (as such terms are defined in the Income Tax Act (Canada)) on the O'Brien Gold Project in the Province of Québec, which will be renounced to the subscribers with an effective date no later than December 31, 2025, in the aggregate amount of not less than the total amount of the gross proceeds raised from the issue of FT Shares. Insiders of the Company have subscribed in the Offering for a total of 509,360 FT Shares under the Offering which "related parties' transactions" within the meaning of Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions ("Regulation 61-101") and TSXV Policy 5.9 – Protection of Minority Security Holders in Special Transactions. Each insider that participated in the Offering disclosed their respective interest in the Offering and the directors of the Company who voted in favour of the Offering have determined, based on advice from counsel and management, that the exemptions from formal valuation and minority approval requirements provided for respectively under subsections 5.5(a) and 5.7(1)(a) of Regulation 61-101 can be relied on as neither the fair market value of the FT Shares issued to insiders nor the fair market value of the consideration paid exceed 25% of the Company's market capitalization. None of the Company's directors has expressed any contrary views or disagreements with respect to the foregoing. A material change report concerning this related party transaction will be filed by the Company. All Offered Securities issued pursuant to this Offering are subject to a restricted hold period of four months and a day, ending on September 16, 2025, under applicable Canadian securities legislation. The Offering remains subject to the final approval of the TSX Venture Exchange (the "TSXV"). In consideration for services rendered in connection with the Offering, finders' fees totaling $145,488.85 were paid by the Company. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. "United States" and "U.S. person" are as defined in Regulation S under the U.S. Securities Act. Radisson Mining Resources Inc. Radisson is a gold exploration company focused on its 100% owned O'Brien Gold Project, located in the Bousquet-Cadillac mining camp along the world-renowned Larder-Lake-Cadillac Break in Abitibi, Québec. The Bousquet-Cadillac mining camp has produced over 25 million ounces of gold over the last 100 years. The Project hosts the former O'Brien Mine, considered to have been Québec's highest-grade gold producer during its production. Indicated Mineral Resources are estimated at 0.50 million ounces (1.52 million tonnes at 10.26 g/t Au), with additional Inferred Mineral Resources estimated at 0.45 million ounces (1.60 million tonnes at 8.66 g/t Au). Please see the NI 43-101 "Technical Report on the O'Brien Project, Northwestern Québec, Canada" effective March 2, 2023 and other filings made with Canadian securities regulatory authorities available at for further details and assumptions relating to the O'Brien Gold Project. For more information on Radisson, visit our website at or contact: Matt MansonPresident and CEO416.618.5885mmanson@ Kristina PillonManager, Investor Relations604.908.1695kpillon@ Forward-Looking Statements This news release contains "forward-looking information" within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates, projections, and interpretations as at the date of this news release. Forward-looking statements including, but are not limited to, statements with respect to the closing of the Offering, the planned and ongoing drilling, the significance of drill results, the ability to continue drilling, the impact of drilling on the definition of any resource, the ability to incorporate new drilling in an updated technical report and resource modelling, the Company's ability to grow the O'Brien project and the ability to convert inferred mineral resources to indicated mineral resources. Any statement that involves discussions with respect to predictions, expectations, interpretations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "interpreted", "management's view", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information. Except for statements of historical fact relating to the Company, certain information contained herein constitutes forward-looking statements Forward-looking information is based on estimates of management of the Company, at the time it was made, involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the companies to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, risks relating to the drill results at O'Brien; the significance of drill results; the ability of drill results to accurately predict mineralization; the ability of any material to be mined in a matter that is economic. Although the forward-looking information contained in this news release is based upon what management believes, or believed at the time, to be reasonable assumptions, the parties cannot assure shareholders and prospective purchasers of securities that actual results will be consistent with such forward-looking information, as there may be other factors that cause results not to be as anticipated, estimated or intended, and neither the Company nor any other person assumes responsibility for the accuracy and completeness of any such forward-looking information. The Company believes that this forward-looking information is based on reasonable assumptions, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this press release should not be unduly relied upon. The Company does not undertake, and assumes no obligation, to update or revise any such forward-looking statements or forward-looking information contained herein to reflect new events or circumstances, except as may be required by law. These statements speak only as of the date of this news release. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Not for distribution to United States newswire services or for dissemination in the United States To view the source version of this press release, please visit Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Globe and Mail
02-05-2025
- Business
- Globe and Mail
Innergex Announces the Voting Results From Its 2025 Annual and Special Meeting of Shareholders
LONGUEUIL, QC , May 2, 2025 /CNW/ - Innergex Renewable Energy Inc. (TSX: INE) (" Innergex" or the " Corporation") is pleased to announce that (i) the holders of record on March 21, 2025 (the " Common Shareholders") of its common shares (the " Common Shares") and (ii) the holders of record on March 21, 2025 (the " Series A Preferred Shareholders") of its cumulative rate reset preferred shares, Series A (the " Series A Preferred Shares") have each approved, at the annual and special meeting of shareholders of the Corporation held on May 1 st, 2025 (the " Meeting"), a special resolution, in each case, approving the statutory plan of arrangement for the acquisition by CDPQ of (i) all of the issued and outstanding Common Shares (other than those held by CDPQ and its affiliates and the shares to be rolled over by certain members of senior management (collectively, the " Rollover Shareholders")) for a price of $13.75 per Common Share in cash and (ii) all of the issued and outstanding Series A Preferred Shares and cumulative redeemable fixed rate preferred shares, series C of Innergex (collectively with the Series A Preferred Shares, the " Preferred Shares") for a price of $25.00 per Preferred Share in cash (plus all accrued and unpaid dividends and, in the case of the Series A Preferred Shares, an amount in cash per Series A Preferred Share equal to the dividends that would have been payable in respect of such share until January 15, 2026 , which is the next available redemption date) (the " Arrangement"). At the Meeting, the arrangement resolution was approved by 99.86% of the votes cast by Common Shareholders present virtually or represented by proxy at the Meeting. The arrangement resolution was also approved by 99.86% of the votes cast by Common Shareholders present virtually or represented by proxy at the Meeting, excluding Common Shares held by the Rollover Shareholders and any other Common Shares required to be excluded pursuant to, in the province of Québec, Regulation 61-101 Respecting Protection of Minority Security Holders in Special Transactions and, in other provinces, Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Series A Preferred Shareholders' arrangement resolution was approved by 99.86% of the votes cast by Series A Preferred Shareholders present virtually or represented by proxy at the Meeting. The completion of the Arrangement remains subject to the satisfaction or waiver of certain other closing conditions customary in a transaction of this nature, including the receipt of a final order by the Québec Superior Court (the " Final Order") and certain regulatory approvals. The hearing in respect of the Final Order is scheduled to take place on May 7, 2025 . Assuming that these remaining conditions to closing are satisfied or waived, it is anticipated that the Arrangement will be completed by Q4 2025. In addition to the two special resolutions regarding the Arrangement, the Corporation also announces that all nominees listed in the management information circular dated March 21, 2025 were elected as directors of the Corporation. The detailed results of the vote by ballot of the Common Shares shareholders for the election of directors are as follows: Votes For % Votes For Votes Against % Votes Against Marc-André Aubé 138,533,479 99.32 948,078 0.68 Pierre G. Brodeur 138,549,905 99.33 931,922 0.67 Radha D. Curpen 138,528,225 99.32 948,602 0.68 Nathalie Francisci 137,463,798 98.55 2,018,028 1.45 Richard Gagnon 127,045,725 91.08 12,436,102 8.92 Jean-Hugues Lafleur 137,349,685 98.47 2,132,142 1.53 Michel Letellier 138,532,062 99.32 949,765 0.68 Patrick Loulou 138,453,262 99.26 1,028,565 0.74 Monique Mercier 129,976,003 93.18 9,505,824 6.82 Ouma Sananikone 138,436,163 99.25 1,045,664 0.75 The formal report on voting results with respect to all matters voted upon during the Meeting was filed with the regulatory authorities and is available on SEDAR+ at Innergex plans to release its financial results for the three-month period ended March 31, 2025 , after market close on Wednesday, May 7, 2025 . In light of the Corporation's acquisition by CDPQ, no conference call is planned. About Innergex Renewable Energy Inc. For over 35 years, Innergex has believed in a world where abundant renewable energy promotes healthier communities and creates shared prosperity. As an independent renewable power producer which develops, acquires, owns and operates hydroelectric facilities, wind farms, solar farms and energy storage facilities, Innergex is convinced that generating power from renewable sources will lead the way to a better world. Innergex conducts operations in Canada , the United States , France and Chile and manages a large portfolio of high-quality assets currently consisting of interests in 90 operating facilities with an aggregate net installed capacity of 3,707 MW (gross 4 663 MW), including 42 hydroelectric facilities, 36 wind facilities, 9 solar facilities and 3 battery energy storage facilities. Innergex also holds interests in 17 projects under development with a net installed capacity of 945 MW (gross 1,577 MW), 6 of which are under construction, as well as prospective projects at different stages of development with an aggregate gross installed capacity totaling 10,288 MW. Its approach to building shareholder value is to generate sustainable cash flows and provide an attractive risk-adjusted return on invested capital. To learn more, visit or connect with us on LinkedIn. Cautionary Statement Regarding Forward-Looking Information To inform readers of the Corporation's future prospects, this press release contains forward-looking information within the meaning of applicable securities laws ("Forward-Looking Information"), including statements relating to the Arrangement, the ability to complete the Arrangement and the timing thereof, including the parties' ability to satisfy the conditions to the consummation of the Arrangement, the receipt of the required regulatory approvals and court approval and other customary closing conditions, the possibility of any termination of the arrangement agreement in accordance with its terms, and the expected benefits to the Corporation and its shareholders of the Arrangement, and other statements that are not historical facts. Forward-Looking Information can generally be identified by the use of words such as "approximately", "may", "will", "could", "believes", "expects", "intends", "should", "would", "plans", "potential", "project", "anticipates", "estimates", "scheduled" or "forecasts", or other comparable terms that state that certain events will or will not occur. It represents the projections and expectations of the Corporation relating to future events or results as of the date of this press release. Risks and uncertainties related to the Arrangement include, but are not limited to: the possibility that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required regulatory and court approvals and other conditions to the closing of the Arrangement or for other reasons; the negative impact that the failure to complete the Arrangement for any reason could have on the price of the Corporation's securities or on its business; CDPQ's failure to pay the consideration at closing of the Arrangement; the failure to realize the expected benefits of the Arrangement; the restrictions imposed on the Corporation while the Arrangement is pending; the business of the Corporation may experience significant disruptions, including loss of clients or employees due to transaction-related uncertainty, industry conditions or other factors; risks relating to employee retention; the risk of regulatory changes that may materially impact the business or the operations of the Corporation; the risk that legal proceedings may be instituted against the Corporation; significant transaction costs or unknown liabilities; and risks related to the diversion of management's attention from the Corporation's ongoing business operations while the Arrangement is pending; and other risks and uncertainties affecting the Corporation. For more information on the risks and uncertainties, please refer to the "Forward-Looking Information" section of the Management's Discussion and Analysis for the year ended December 31, 2024 . Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in Forward-Looking Information, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such Forward-Looking Information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. No forward-looking statement is a guarantee of future results. Accordingly, you should not place undue reliance on Forward-Looking Information, which speaks only as of the date made. The Forward-Looking Information contained in this press release represents the Corporation's expectations as of the date of this press release (or as the date they are otherwise stated to be made) and are subject to change after such date. However, the Corporation disclaims any intention or obligation or undertaking to update or revise any Forward-Looking Information whether as a result of new information, future events or otherwise, except as required under applicable securities laws. All of the Forward-Looking Information contained in this press release is expressly qualified by the foregoing cautionary statements.
Cision Canada
02-05-2025
- Business
- Cision Canada
Innergex Announces the Voting Results From Its 2025 Annual and Special Meeting of Shareholders Français
LONGUEUIL, QC, May 2, 2025 /CNW/ - Innergex Renewable Energy Inc. (TSX: INE) (" Innergex" or the " Corporation") is pleased to announce that (i) the holders of record on March 21, 2025 (the " Common Shareholders") of its common shares (the " Common Shares") and (ii) the holders of record on March 21, 2025 (the " Series A Preferred Shareholders") of its cumulative rate reset preferred shares, Series A (the " Series A Preferred Shares") have each approved, at the annual and special meeting of shareholders of the Corporation held on May 1 st, 2025 (the " Meeting"), a special resolution, in each case, approving the statutory plan of arrangement for the acquisition by CDPQ of (i) all of the issued and outstanding Common Shares (other than those held by CDPQ and its affiliates and the shares to be rolled over by certain members of senior management (collectively, the " Rollover Shareholders")) for a price of $13.75 per Common Share in cash and (ii) all of the issued and outstanding Series A Preferred Shares and cumulative redeemable fixed rate preferred shares, series C of Innergex (collectively with the Series A Preferred Shares, the " Preferred Shares") for a price of $25.00 per Preferred Share in cash (plus all accrued and unpaid dividends and, in the case of the Series A Preferred Shares, an amount in cash per Series A Preferred Share equal to the dividends that would have been payable in respect of such share until January 15, 2026, which is the next available redemption date) (the " Arrangement"). At the Meeting, the arrangement resolution was approved by 99.86% of the votes cast by Common Shareholders present virtually or represented by proxy at the Meeting. The arrangement resolution was also approved by 99.86% of the votes cast by Common Shareholders present virtually or represented by proxy at the Meeting, excluding Common Shares held by the Rollover Shareholders and any other Common Shares required to be excluded pursuant to, in the province of Québec, Regulation 61-101 Respecting Protection of Minority Security Holders in Special Transactions and, in other provinces, Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Series A Preferred Shareholders' arrangement resolution was approved by 99.86% of the votes cast by Series A Preferred Shareholders present virtually or represented by proxy at the Meeting. The completion of the Arrangement remains subject to the satisfaction or waiver of certain other closing conditions customary in a transaction of this nature, including the receipt of a final order by the Québec Superior Court (the " Final Order") and certain regulatory approvals. The hearing in respect of the Final Order is scheduled to take place on May 7, 2025. Assuming that these remaining conditions to closing are satisfied or waived, it is anticipated that the Arrangement will be completed by Q4 2025. In addition to the two special resolutions regarding the Arrangement, the Corporation also announces that all nominees listed in the management information circular dated March 21, 2025 were elected as directors of the Corporation. The detailed results of the vote by ballot of the Common Shares shareholders for the election of directors are as follows: Votes For % Votes For Votes Against % Votes Against Marc-André Aubé 138,533,479 99.32 948,078 0.68 Pierre G. Brodeur 138,549,905 99.33 931,922 0.67 Radha D. Curpen 138,528,225 99.32 948,602 0.68 Nathalie Francisci 137,463,798 98.55 2,018,028 1.45 Richard Gagnon 127,045,725 91.08 12,436,102 8.92 Jean-Hugues Lafleur 137,349,685 98.47 2,132,142 1.53 Michel Letellier 138,532,062 99.32 949,765 0.68 Patrick Loulou 138,453,262 99.26 1,028,565 0.74 Monique Mercier 129,976,003 93.18 9,505,824 6.82 Ouma Sananikone 138,436,163 99.25 1,045,664 0.75 The formal report on voting results with respect to all matters voted upon during the Meeting was filed with the regulatory authorities and is available on SEDAR+ at Innergex plans to release its financial results for the three-month period ended March 31, 2025, after market close on Wednesday, May 7, 2025. In light of the Corporation's acquisition by CDPQ, no conference call is planned. About Innergex Renewable Energy Inc. For over 35 years, Innergex has believed in a world where abundant renewable energy promotes healthier communities and creates shared prosperity. As an independent renewable power producer which develops, acquires, owns and operates hydroelectric facilities, wind farms, solar farms and energy storage facilities, Innergex is convinced that generating power from renewable sources will lead the way to a better world. Innergex conducts operations in Canada, the United States, France and Chile and manages a large portfolio of high-quality assets currently consisting of interests in 90 operating facilities with an aggregate net installed capacity of 3,707 MW (gross 4 663 MW), including 42 hydroelectric facilities, 36 wind facilities, 9 solar facilities and 3 battery energy storage facilities. Innergex also holds interests in 17 projects under development with a net installed capacity of 945 MW (gross 1,577 MW), 6 of which are under construction, as well as prospective projects at different stages of development with an aggregate gross installed capacity totaling 10,288 MW. Its approach to building shareholder value is to generate sustainable cash flows and provide an attractive risk-adjusted return on invested capital. To learn more, visit or connect with us on LinkedIn. Cautionary Statement Regarding Forward-Looking Information To inform readers of the Corporation's future prospects, this press release contains forward-looking information within the meaning of applicable securities laws ("Forward-Looking Information"), including statements relating to the Arrangement, the ability to complete the Arrangement and the timing thereof, including the parties' ability to satisfy the conditions to the consummation of the Arrangement, the receipt of the required regulatory approvals and court approval and other customary closing conditions, the possibility of any termination of the arrangement agreement in accordance with its terms, and the expected benefits to the Corporation and its shareholders of the Arrangement, and other statements that are not historical facts. Forward-Looking Information can generally be identified by the use of words such as "approximately", "may", "will", "could", "believes", "expects", "intends", "should", "would", "plans", "potential", "project", "anticipates", "estimates", "scheduled" or "forecasts", or other comparable terms that state that certain events will or will not occur. It represents the projections and expectations of the Corporation relating to future events or results as of the date of this press release. Risks and uncertainties related to the Arrangement include, but are not limited to: the possibility that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required regulatory and court approvals and other conditions to the closing of the Arrangement or for other reasons; the negative impact that the failure to complete the Arrangement for any reason could have on the price of the Corporation's securities or on its business; CDPQ's failure to pay the consideration at closing of the Arrangement; the failure to realize the expected benefits of the Arrangement; the restrictions imposed on the Corporation while the Arrangement is pending; the business of the Corporation may experience significant disruptions, including loss of clients or employees due to transaction-related uncertainty, industry conditions or other factors; risks relating to employee retention; the risk of regulatory changes that may materially impact the business or the operations of the Corporation; the risk that legal proceedings may be instituted against the Corporation; significant transaction costs or unknown liabilities; and risks related to the diversion of management's attention from the Corporation's ongoing business operations while the Arrangement is pending; and other risks and uncertainties affecting the Corporation. For more information on the risks and uncertainties, please refer to the "Forward-Looking Information" section of the Management's Discussion and Analysis for the year ended December 31, 2024. Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in Forward-Looking Information, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such Forward-Looking Information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. No forward-looking statement is a guarantee of future results. Accordingly, you should not place undue reliance on Forward-Looking Information, which speaks only as of the date made. The Forward-Looking Information contained in this press release represents the Corporation's expectations as of the date of this press release (or as the date they are otherwise stated to be made) and are subject to change after such date. However, the Corporation disclaims any intention or obligation or undertaking to update or revise any Forward-Looking Information whether as a result of new information, future events or otherwise, except as required under applicable securities laws. All of the Forward-Looking Information contained in this press release is expressly qualified by the foregoing cautionary statements. SOURCE Innergex Renewable Energy Inc.
Associated Press
31-01-2025
- Business
- Associated Press
Electric Metals Announces Final Closing of Private Placement
Not for distribution to U.S. news wire services or dissemination in the United States. TORONTO, ON / ACCESS Newswire / January 31, 2025 / Electric Metals (USA) Limited ('EML' or the 'Company') (TSXV:EML)(OTCQB:EMUSF) announces the final closing of the Company's non-brokered private placement (the 'Offering') as previously announced in its news release dated October 31, 2024. The Company issued in aggregate 5,837,000 common shares ('the 'Shares') at $0.10 per share for gross proceeds of C$583,700. No finders fees were paid in connection with the Offering. Under the Offering, directors of the Corporation subscribed for 3,737,000 Shares for a total consideration of C$373,700, which constitutes a 'related party transaction' within the meaning of Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions ('Regulation 61-101") and TSXV Policy 5.9 - Protection of Minority Security Holders in Special Transactions. However, the directors of the Corporation who voted in favor of the Offering have determined that the exemptions from formal valuation and minority approval requirements provided for respectively under subsections 5.5(a) and 5.7(1)(a) of Regulation 61-101 can be relied on as neither the fair market value of the Shares issued to this insider, nor the fair market value of the consideration paid exceeded 25% of the Corporation's market capitalization. None of the Corporation's directors have expressed any contrary views or disagreements with respect to the foregoing. A material change report in respect of this related party transaction will be filed by the Corporation but could not be filed earlier than 21 days prior to the closing of the Offering, due to the fact that the terms of the participation of each of the non-related parties and the related parties of the Offering were not confirmed. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities described in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended (the 'U.S. Securities Act') or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. About Electric Metals (USA) Limited Electric Metals (USA) Limited (TSXV:EML)(OTCQB:EMUSF) is a US-based mineral development company with manganese and silver projects geared to supporting the transition to clean energy. The Company's principal asset is the Emily Manganese Project in Minnesota, the highest-grade manganese deposit in North America, which has been the subject of considerable technical studies, including National Instrument 43-101 Technical Reports - Resource Estimates. The Company's mission in Minnesota is to become a domestic US producer of high-value, high-purity manganese metal and chemical products to supply the North American electric vehicle battery, technology and industrial markets. With manganese playing a critical and prominent role in lithium-ion battery formulations, and with no current domestic supply or active mines for manganese in North America, the development of the Emily Manganese Project represents a significant opportunity for America, the State of Minnesota and for the Company's shareholders. For further information, please contact: Electric Metals (USA) Limited Brian Savage CEO & Director (303) 656-9197 or Valerie Kimball 720-933-1150 Forward-Looking Information This news release contains 'forward-looking information' and 'forward-looking statements' (collectively, 'forward-looking information') within the meaning of applicable securities laws. Forward-looking information is generally identifiable by use of the words 'believes,' 'may,' 'plans,' 'will,' 'anticipates,' 'intends,' 'could', 'estimates', 'expects', 'forecasts', 'projects' and similar expressions, and the negative of such expressions. Such statements in this news release include, without limitation: the Company's mission to become a domestic US producer of high-value, high-purity manganese metal and chemical products to supply the North American electric vehicle battery, technology and industrial markets; that manganese will continue to play a critical and prominent role in lithium-ion battery formulations; that with no current domestic supply or active mines for manganese in North America, the development of the Emily Manganese Project represents a significant opportunity for America, Minnesota and for the Company's shareholders; and planned or potential developments in ongoing work by Electric Metals. These statements address future events and conditions and so involve inherent risks, uncertainties and other factors that could cause actual events or results to differ materially from estimated or anticipated events or results implied or expressed in such forward-looking statements. Such risks include, but are not limited to, the failure to obtain all necessary stock exchange and regulatory approvals; investor interest in participating in the Offering; and risks related to the exploration and other plans of the Company. Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and perception of trends, updated conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances at the date such statements are made. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. All forward-looking information herein is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events, or developments, except as required by law. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
