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$300,000 Financing Closed

By January 6, 2017January 30th, 20172017 News Releases, News Release

Empire Rock Minerals Inc. (“Empire”) is pleased to announce that it has closed its non-brokered private placement financing of $300,000 comprised of 5,000,000 units at $0.06 per unit. Each unit consists of one common share and one five-year transferable warrant entitling the holder to purchase one additional share at a price of $0.08 per share during the first two years and at a price of $0.30 per share thereafter. 2,500,000 units were issued on a flow-through basis. The flow-through shares comprising the flow-through units and flow-through shares issuable upon exercise of the warrants comprising the flow-through units will entitle holders to receive tax benefits applicable to flow-through shares in accordance with provisions of the Income Tax Act (Canada). Proceeds of the financing will be used for exploration and development of Empire’s Alberta lithium properties, the Buck Lake platinum palladium nickel project and the Graphite West project, and for general working capital. The terms of the financing have been accepted for filing by the TSX Venture Exchange. The units are restricted from trading until May 7, 2017.

The subscription by an insider of Empire, for 833,333 units or $50,000, comprising 16.7% of the total amount raised, constitutes a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Empire is relying on the exemptions contained in sections 5.5(a) and section 5.7(1)(a) as the fair market value of the participation in the private placement by the insider does not exceed 25 per cent of the market capitalization of Empire, as determined in accordance with MI 61-101. Empire’s board of directors and specifically the independent members of the board carefully reviewed and approved the private placement subscription by the insider. Empire did not file a material change report in respect of the related party transaction at least 21 days before closing of the private placement as the date of closing was not previously known.