ENP Newswire -
Release date- 10022014 -
Pursuant to the second tranche, the Company issued an aggregate of 3,695,382 units (the 'Units') at a price of
Each Unit is comprised of one common share of the Company and one-half of one common share purchase warrant, with each whole common share purchase warrant (a 'Warrant') entitling the holder to purchase an additional common share (a 'Warrant Share') at a price of
A Control Person (as that term is defined under the policies of the
ISSUANCE OF SHARES FOR DEBT
In addition to the cash proceeds from the offering, Search has agreed to settle an aggregate of
Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ('MI 61-101'), the shares for debt transaction and the purchase of Units by an insider pursuant to the Private Placement constitute 'related party transactions' as related parties will receive 1,732,412 common shares of the Company in connection with the debt settlement and have purchased an aggregate of 2,200,000 Units pursuant to the second tranche of the Private Placement.
The Company is relying on exemptions from the formal valuation and minority approval requirements of MI 61-101, based on the fact that the securities of the Company are not listed on any of the markets specified in section 5.5(b) of MI 61-101 and a determination that the fair market value of the transactions, insofar as they involve related parties, does not exceed
A material change report will be filed less than 21 days before the closing date of the transactions. This shorter period is considered reasonable and necessary in the circumstances as the Company wishes to address its short term funding requirements and improve its financial position by reducing its accrued liabilities.
USE OF PROCEEDS
The Company will use the proceeds from the Private Placement for due diligence and expenses related to the Transaction between MSFA and the Company, for maintaining and evaluating its rare earth element ('REE') properties in the
The Company is focused on critical metals and minerals with strong market fundamentals and increasing use in innovative technologies. These critical metals and minerals include tin, neodymium, dysprosium and other elements that the Board and Management agree are strategic in nature.
APPLICATION FOR WARRANT EXTENSION
The Company has also applied to the TSXV to extend the expiry date of an aggregate of 25,400,000 issued and outstanding common share purchase warrants (the 'Warrants') in accordance with TSXV Policy 4.1.
The warrants were initially issued by the Company on
2013 ANNUAL FINANCIALS
The Company has filed on SEDAR its consolidated financial statements for the three- and twelve-month period ended
Search is the discoverer of the
This news release contains forward-looking statements that are not historical facts. Forward-looking statements involve risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include those risks set out in Search's public documents filed on SEDAR at www.sedar.com.
Although Search believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date this news release and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, Search disclaims any intention or obligation to update or revise any forward looking statement, whether as a result of new information, future events or otherwise.
President & Chief Executive Officer
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