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(Calgary, AB): Traction Uranium Corp. (CSE: TRAC) (OTC: TRCTF) (FRA: Z1K) (the “Company” or “Traction”)announces that it intends to complete a non-brokered private placement of up to 7,500,000 units of the Company (the “Units”) at a price of $0.40 per Unit (the “Unit Offering”), and of up to 4,444,444 flow-through units of the Company (the “FT Units”) at a price of $0.45 per FT Unit, for total gross proceeds of up to $5,000,000 (collectively, the “Offering”).
Each Unit will consist of one common share in the capital of the Company (each, a “Common Share”) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Common Share (each, a “Warrant Share”) at a price of $0.55 per Warrant Share for a period of 24 months after the closing date.
Each FT Unit will consist of one Common Share and one-half of one Common Share purchase warrant (each whole Warrant, a “FT Warrant”), with each whole FT Warrant entitling the holder thereof to purchase one Common Share (each, a “FT Warrant Share”) at a price of $0.55 per FT Warrant Share for a period of 24 months after the closing date.
Each FT Share and each FT Warrant will qualify as a “flow-through share” as defined in the subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”). The net proceeds from the issue of the Units will be used for working capital and general corporate purposes. The Company will use an amount equal to the gross proceeds received by the Company from the sale of the FT Units, pursuant to the provisions in the Tax Act to incur eligible “Canadian exploration expenses” that qualify as “flow-through critical mineral mining expenditures” as both terms are defined in the Income Tax Act (Canada) (the “Qualifying Expenditures”) related to the Company’s projects in Saskatchewan, on or before December 31, 2024, and to renounce all the Qualifying Expenditures in favour of the subscribers of the FT Units effective December 31, 2023. If the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each FT Unit subscriber for any additional taxes payable by such subscriber as a result of the Company’s failure to renounce the Qualifying Expenditures as agreed.
The Offering is expected to close on or about May 12, 2023, and is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), the Units issuable under the Unit Offering will be offered for sale to purchasers resident in Canada and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the “Listed Issuer Financing Exemption”). Because the Unit Offering is being completed pursuant to the Listed Issuer Financing Exemption, the securities issued to Canadian resident subscribers in the Unit Offering will not be subject to a hold period pursuant to applicable Canadian securities laws.
The FT Units issued under the Offering are offered by way of private placement in such provinces and/or territories of Canada as may be determined by the Company, in each case pursuant to applicable exemptions from the prospectus requirements under applicable securities laws. The securities underlying the FT Units will be subject to a hold period which will expire four months and one day from the date of the applicable closing of the Offering.
The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or any U.S. state securities laws, and may not be offered or sold in the United States absent registration or available exemptions from such registration requirements. This press release does not constitute an offer to acquire securities in any jurisdiction.
There is an offering document related to the Offering that can be accessed under the Company’s profile at www.sedar.com and on the Company’s website at https://tractionuranium.com/. Prospective investors should read this offering document before making an investment decision.
About Traction Uranium Corp.
Traction Uranium Corp. is in the business of mineral exploration and the development of uranium discovery prospects in Canada, including its three uranium projects in the world-renowned Athabasca Region.
We invite you to find out more about our exploration-stage activities across Canada’s Western region at www.tractionuranium.com.
On Behalf of The Board of Directors
Chief Executive Officer
+1 (604) 561 2687
This press release contains forward looking statements within the meaning of applicable securities laws. The use of any of the words “anticipate”, “plan”, “continue”, “expect”, “estimate”, “objective”, “may”, “will”, “project”, “should”, “predict”, “potential” and similar expressions are intended to identify forward looking statements. In particular, this press release contains forward looking statements concerning the Offering, including the proposed use of proceeds, the closing date of the Offering, and the expected receipt of regulatory and stock exchange approvals. Although the Company believes that the expectations and assumptions on which the forward looking statements are based are reasonable, undue reliance should not be placed on the forward looking statements because the Company cannot give any assurance that they will prove correct. Since forward looking statements address future events and conditions, they involve inherent assumptions, risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of assumptions, factors and risks, many of which are beyond the Company’s ability to control or predict. Factors that could cause actual results or events to differ materially from current expectations include, but are not limited to, conditions in the equity financing markets, stock market volatility, unquantifiable risks related to government actions and interventions, the termination of any agreement governing the Offering, changes in laws or permitting requirements, failure to obtain necessary regulatory approvals as well as those risks identified and reported in the Company’s public filings under the Company’s SEDAR profile at www.sedar.com.
Management has provided the above summary of risks and assumptions related to forward looking statements in this press release in order to provide readers with a more comprehensive perspective on the Company’s future operations. The Company’s actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward looking statements will transpire or occur, or if any of them do so, what benefits the Company will derive from them. These forward looking statements are made as of the date of this press release, and, other than as required by applicable securities laws, the Company disclaims any intent or obligation to update publicly any forward looking statements, whether as a result of new information, future events or results or otherwise.
The CSE has neither approved nor disapproved the information contained herein.