Cerro de Pasco Resources Closes a Subscription Receipt and Private Placement for a total of $2,845,000 - Seite 3

In the event that, during the 24-month period following the issue date of the Warrants, the volume-weighted average trading price of the Shares exceeds $0.60 per Share for any period of 20 consecutive trading days, the Corporation may, at its option, following such 20-day period, accelerate the expiry date of the Warrants by delivery of a notice (an "Acceleration Notice") to the registered holders thereof and issuing a press release (a "Warrant Acceleration Press Release"), and, in such case, the expiry date of the Warrants shall be deemed to be 5:00 p.m. (Montreal time) on the 30th day following the later of (i) the date on which the Acceleration Notice is sent to Warrant holders, and (ii) the date of issuance of the Warrant Acceleration Press Release (the “Accelerated Expiry Date”).

Private Placement for Short-Term Working Capital

The Corporation also announces that it has closed a non-brokered private placement for total gross proceeds of $285,000 (the "Unit Offering") through the issuance of 2,850,000 units of the Corporation (“Units”) at a price of $0.10 per Unit. 

Each Unit is comprised of one Share and half of one Warrant. Each whole Warrant entitles the holder thereof to purchase one Warrant Unit at a price of $0.15 per Warrant Unit until the earlier of March 28, 2026 and, if applicable, the Accelerated Expiry Date (as defined as defined above) . Each Warrant Unit will consist of (i) one additional Share and (ii) one Underlying Warrants. Each Underlying Warrant will entitle the holder thereof to acquire one Underlying Warrant Share at a price of $0.25 per Underlying Warrant Share until March 28, 2026, subject to acceleration of the expiry date as mentioned above.

In connection with the Unit Offering, the Corporation paid finder’s fees of $17,500 and issued 175,000 Warrants to arm’s length third parties who assisted the Corporation by introducing subscribers to the Unit Offering.

The Corporation intends to use the net proceeds of the Unit Offering for general working capital purposes.

All securities issued in connection with the Unit Offering are subject to a statutory hold period in accordance with applicable securities laws, expiring four-month-and-one-day from the issue date of the Units.

The securities to be issued under the Offering and Unit Offering have not been, and will not be, registered under the U.S. Securities Act of 1933 as amended (the “U.S. Securities Act”), or any state securities laws. Accordingly, these securities may not be offered or sold, pledged or otherwise transferred within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or the solicitation of an offer to buy securities in the U.S., nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.