FMN:CC - Fidelity Minerals Announces Closing of Oversubscribed Private Placement Financing
(TheNewswire)
Vancouver, BC – TheNewswire - April 12 th , 2022 – Fidelity Minerals Corp. (TSXV:FMN ) | ( FSE:S5GM ) | ( SSE:MNYC) (“ Fidelity Minerals ” or the “ Company ”) is pleased to announce that it has closed thenon-brokered private placement (the “ Private Placement ”)previously announced in its News Release dated March 22, 2022. For thePrivate Placement, the Company issued a total of 9,925,000 units(each, a “ Unit ”) at CAD $0.10 per Unit for gross proceeds of CAD $992,500(the “ Financing ”). Each Unit consists of one common share in the capitalof the Company (each, a “ Share ”) and one transferable common sharepurchase warrant (each, a “ Warrant ”) with each Warrant is exercisableinto one additional Share at a price of $0.11 per Share for a periodof six months from the closing date.
The securities issued pursuant to the Private Placementare subject to a four month hold period that expires on August 13,2022. There were no finders’ fees paid in connection with theFinancing.
Of the total Units issued in the Private Placement,3,500,000 Units were subscribed by Lions Bay Capital Inc., a ControlPerson of the Company, and 1,245,000 Units were subscribed bymanagement (collectively, the “ Participating Insiders ”). The Participating Insiders’ subscriptionsconstitute “related party transactions” within the meaning ofMultilateral Instrument 61-101 – Protection of Minority Securityholders inSpecial Transactions (“ MI 61-101 ”). Theissuances to the Participating Insiders are exempt from the valuationrequirement of MI 61-101 by virtue of the exemption contained insection 5.5(b) as the Shares are not listed on a specified market andfrom the minority shareholder approval requirements of MI 61-101 byvirtue of the exemption contained in section 5.7(a) of MI 61-101 inthat the fair market value of the consideration of the securitiesissued to the related parties did not exceed 25% of the Company’smarket capitalization.
The Company intends to use the net proceeds of theFinancing to advance its Peruvian exploration and community relationprograms and for corporate working capital purposes.
The securities described herein have not been, and willnot be, registered under the United States Securities Act of 1933, asamended (the " U.S.Securities Act "), or any state securitieslaws, and accordingly, may not be offered or sold within the UnitedStates except in compliance with the registration requirements of theU.S. Securities Act and applicable state securities requirements orpursuant to exemptions therefrom. This press release does notconstitute an offer to sell or a solicitation to buy any securities inany jurisdiction.
About Fidelity Minerals Corp.
Fidelity Minerals Corp. has assembled a portfolio ofhigh-quality mining assets in Peru and aims to delineate majordeposits on these properties that could attract the interest ofmid-tier and major mining companies. Fidelity has a portfolio of fourkey assets in Peru and is currently focused on progressing its twomost advanced projects – Las Huaquillas and Las Brujas. Fidelity isalso looking to opportunistically expand its project portfolio withaccretive acquisitions. The company is backed by an experiencedmanagement team with diverse technical, market, and commercialexpertise and is supported by committed and sophisticated investorsfocused on building long term value.
On behalf of the Board of Fidelity Minerals.
Dean Pekeski
CEO, President and Director
Tel: +1.778.828.9724
Email: dean@fidelityminerals.com
For more information, please visit the corporatewebsite at http://www.fidelityminerals.com or contact: dean@fidelityminerals.com
NEITHER THE TSXVENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM ISDEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTSRESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE.
Cautionary Statement RegardingForward-Looking Statements
This news release includes certain“forward-looking statements” under applicable Canadian securitieslegislation that are not historical facts. Forward-looking statementsinvolve risks, uncertainties, and other factors that could causeactual results, performance, prospects, and opportunities to differmaterially from those expressed or implied by such forward-lookingstatements. Forward-looking statements in this news release include,but are not limited to, statements with respect to the expectations ofmanagement regarding the use of proceeds of the Financing and theCompany completing acquisitions and whether said acquisitions may beaccretive. Although the Company believes that the expectationsreflected in the forward-looking information are reasonable, there canbe no assurance that such expectations will prove to be correct. Suchforward-looking statements are subject to risks and uncertainties thatmay cause actual results, performance or developments to differmaterially from those contained in the statements including that theproceeds of the Financing may not be used as stated in this newsrelease and those additional risks set out in the Company’s publicdocuments filed on SEDAR at www.sedar.com. Although the Companybelieves that the assumptions and factors used in preparing theforward-looking statements are reasonable, undue reliance should notbe placed on these statements, which only apply as of the date of thisnews release, and no assurance can be given that such events willoccur in the disclosed time frames or at all. Except where required bylaw, the Company disclaims any intention or obligation to update orrevise any forward-looking statement, whether as a result of newinformation, future events, or otherwise.
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