Quadro Closes Flow-Through Unit Financing
Vancouver, B.C. December 31, 2019. Quadro Resources Ltd. (“Quadro” or the “Company”) (TSXV:QRO) announces that it has filed documents with the TSX Venture Exchange (the “Exchange”) to close its previously announced (December 13, 2019) non-brokered flow-through private placement financing (the "Financing") for total proceeds of $128,750 consisting of 2,575,000 Flow-Through Units (the “FT Units”) at a price of $0.05 per FT Unit. Each FT Unit consists of one flow-through common share and one common share purchase warrant, each warrant being exercisable into one common share at a price of $0.05 per share for a period of 12 months from closing.
All securities issued pursuant to the Placement are subject to a 4-month hold period. Subject to Exchange approval, cash finders fees of $3,762.50 will be paid and 72,250 broker warrants will be issued. Broker warrants are exercisable at $0.05 for 1 common share for a period of 12 months. The proceeds of the financing will be used to advance the Company’s Staghorn and Long Lake projects.
The Placement was effected with insiders of the Company subscribing for 200,000 FT Units for aggregate subscription proceeds of $10,000, 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. 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 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.
About Quadro Resources – Quadro is a publicly traded mineral exploration company. It is led by an experienced and successful management team and is focused on exploring for gold in North America. Quadro has approximately 28 million shares outstanding. The Company’s shares trade on the TSX Venture Exchange under the symbol “QRO”. Quadro owns a 100% interest in the Staghorn and Conche properties in Newfoundland, and it has optioned the 192 claim unit Long Lake Gold property, both in Newfoundland.
On behalf of the board of directors,
Quadro Resources Ltd.
“T. Barry Coughlan”
President and 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.