Quadro Closes $1.385 Million Private Placement Financing
October 5, 2017
Quadro Resources Ltd. (“Quadro” or “the Company”) (NEX: QRO.H) the Company wishes to announce that it has today filed documents with the TSX Venture Exchange (the “Exchange”) seeking final approval of its private placement financing previously announced June 6, 2017 and June 30, 2017. On Exchange approval the Company will issue 7,410,000 Units, each Unit consisting of 1 common share and 1 common share purchase warrant, each warrant being exercisable at $0.15 for 18 months from closing, and 6,448,500 Flow-Through Units, each Flow-Through Unit consisting of 1 common flow-through share and ½ of a common share purchase warrant, with each full warrant being exercisable at $0.20 for 18 months from closing.
All securities issued pursuant to this financing will be subject to a four (4) month hold period commencing on the date of issuance of the Units and the Flow-Through Units.
Finders fees totaling $61,791 will be paid and 617,910 finders warrants, with each warrant being exercisable for a common share of the Company at a price of $0.15 for 18 months from closing, will be issued to certain arms-length individuals.
The financing was effected with two insiders of the Company subscribing for 600,000 Flow- Though Units on completion of the private placement, for aggregate subscription proceeds of
$60,000, that portion of the financing a “related party transaction” as such term is defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101″). The Company is relying on exemptions from the formal valuation and minority approval requirements set out in MI 61- 101. The Company is exempt from the formal valuation requirement of MI 61-101 under sections 5.5(a) and (b) of MI 61-101 in respect of the transaction as the fair market value of the transaction, insofar as it involves the interested party, is not more than the 25% of the Company’s market capitalization, and no securities of the Company are listed or quoted for trading on prescribed stock exchanges or stock markets. Additionally, the Company is exempt from minority shareholder approval under sections 5.7(1)(a) and (b) of MI 61-101 as, in addition to the foregoing, (i) neither the fair market value of the Flow-Through Units nor the consideration received in respect thereof from interested party exceeds $2,500,000, (ii) the Company has one or more independent directors who are not employees of the Company, and (iii) all of the independent directors have approved the transaction. Material change reports were not filed 21 days prior to the closing of the financing because insider participation had not been established at the time the financing was announced.
The financing and associated terms are subject to TSX Venture Exchange approval.
ON BEHALF OF THE BOARD OF DIRECTORS
T. Barry Coughlan, CEO
"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 release." The information contained herein contains "forward-looking statements" within the meaning of applicable securities legislation. Forward-looking statements relate to information that is based on assumptions of management, forecasts of future results, and estimates of amounts not yet determinable. Any statements that express predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance are not statements of historical fact and may be "forward-looking statements." Forward-looking statements are subject to a variety of risks and uncertainties that could cause actual events or results to differ from those reflected in the forward-looking statements. Investors are cautioned against attributing undue certainty to forward-looking statements. These forward-looking statements are made as of the date hereof and the Company does not assume any obligation to update or revise them to reflect new events or circumstances. Actual events or results could differ materially from the Company's expectations or projections.”
For more information on the Company, interested parties should review the Company's filings that are available at www.sedar.com.