Ubique Announces Private Placement

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TORONTO, ON / ACCESSWIRE / December 6, 2023 / Ubique Minerals Limited (CSE:UBQ)(FRA:2UM) ("Ubique", "UBQ", the "Company") announces its intention to undertake a non-brokered private placement to raise up to $600,000 from the issuance of a combination of Hard-Dollar Units ("HDU") and Flow-Through Units ("FTU"). The proceeds are intended to be used for a general working capital purpose, further exploration at its Daniel's Harbour project as well as advancing the company's projects in Africa.

Under the proposed private placement, the Company will offer 2,500,000 HDUs, each HDU priced at $0.08 per Unit and 5,000,000 FTUs, each FTU priced at $0.08 per Unit. Each HDU comprises one Ubique common share and one common share purchase warrant, with the warrant providing the right to buy one Ubique common share at a price of $0.12 for a period of 24 months from the date of the first closing of this financing. Each FTU comprises one common share with one common share purchase warrant with the warrant providing the right to buy one common share at a price of $0.15 for a period of 24 months from the date of the first closing of this financing. All the warrants will be subject to an accelerated expiry if the closing share price exceeds $0.18 for a period of ten consecutive trading days.

Without giving effect to the exercise of the warrants, the total private placement common shares will represent 7.3% of the increased share capital of Ubique. Presuming exercise of the warrants, the Company would receive an additional $1,012,500 in exercise proceeds and common shares and the common shares issuable upon the warrant exercise would represent 12.0% of the increased share capital of Ubique. The financing may be closed in one or more tranches and insiders of the Company have indicated their interest in participating in this private placement. The Company may pay finders' fees in connection with all or part of the offering.

The purchase of securities pursuant to the Offering by insiders may constitute a "related party transaction" as such term is defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The transaction will be exempt from the MI 61-101 valuation and minority approval requirements for related party transactions in connection with the Offering under sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves the Related Parties, exceeds 25% of the Company's market capitalization (as determined under MI 61-101).The Company is not filing a material change report in respect of the related party transaction at least 21 days before the closing of the Offering, which the company deems reasonable in the circumstances so as to be able to avail itself of the proceeds of the Offering in an expeditious manner.