Archer Exploration Receives Deferred Cash Proceeds from Sale of Lonmin Canada and Upsizes Private Placement
Archer acquired the rights the Deferred Loncan Payment in connection with its acquisition of the nickel assets held by Wallbridge Mining Company, a former shareholder of Loncan, in November 2022.
Vancouver, British Columbia--(Newsfile Corp. - November 15, 2023) - Archer Exploration Corp. (CSE: RCHR) (OTCQB: RCHRF) (FSE: 6YR0) (the "Company" or "Archer") is pleased to announce that it has received the final cash payment of $612,000 from Magna Mining Inc. ("Magna") due in connection with the sale of Lonmin Canada Inc. ("Loncan").
On November 7, 2022, Magna closed its acquisition of Loncan, whose core asset was the Denison Project and past producing Crean Hill Ni-Cu-PGE mine in Sudbury, Ontario, for gross consideration of $16 million, including a $3 million deferred payment payable pro rata to each of the Loncan shareholders within 12 months of the closing date (the "Deferred Loncan Payment"). Archer acquired the rights the Deferred Loncan Payment in connection with its acquisition of the nickel assets held by Wallbridge Mining Company, a former shareholder of Loncan, in November 2022.
Additionally, the Company is pleased to announce that due to strong market demand, it is increasing the size of its previously announced non-brokered private placement (see news release dated October 23, 2023) from $1,500,000 to $2,000,000 (the "Amended Offering"). Under the Amended Offering, the Company will also include the sale of Quebec flow-through units (the "QFT Units") at a price of $0.10 per QFT Unit. All other terms of the Amended Offering remain unchanged.
Tom Meyer, Archer's President & CEO, commented: "We are very pleased with the continued support from our existing shareholders and the enthusiasm demonstrated by new investors towards our ongoing exploration efforts at the Grasset Nickel Project. Despite challenging capital markets, this expanded capital raise and the Deferred Loncan Payment will ensure that Archer is able to begin 2024 strong with additional winter drilling at Grasset."
Each QFT Unit will be comprised of one common share in the capital of the Company that will qualify as a "flow-through share" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act") and one common share purchase warrant (a "Warrant") entitling the holder thereof to purchase one common share (a "Warrant Share") for a period of three (3) years from the date of issuance at an exercise price of $0.16 per Warrant Share.
The gross proceeds from the sale of QFT Units will be used by the Company to incur eligible "Canadian exploration expenses" that qualify as "flow-through critical mineral mining expenditures" as such terms are defined in the Tax Act (the "Qualifying Expenditures"). The proceeds from the sale of QFT Units will be used to incur Qualifying Expenditures on the Company's flagship Grasset Nickel Project in Quebec, Canada. All Qualifying Expenditures will be renounced in favour of the subscribers of the QFT Units effective December 31, 2023 and incurred on or before December 31, 2024.
The Amended Offering is expected to close on or about November 23, 2023 (the "Closing Date"). The Company may pay finders' fees comprised of cash and non-transferable warrants in connection with the Amended Offering, subject to compliance with the policies of the Canadian Securities Exchange. All securities issued and sold under the Amended Offering will be subject to a hold period expiring four months and one day from the Closing Date.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities to, or for the account or benefit of, persons in the United States or U.S. persons. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold to, or for the account or benefit of, persons in the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Archer
Archer Exploration is a Canadian Ni-Cu-Co-PGE focused exploration and development company with an extensive portfolio of assets in Quebec and Ontario, Canada. The Company's flagship asset is the Grasset Project, located within the Abitibi Greenstone Belt, with an Indicated Resource of 5.5 Mt @ 1.53% NiEq. In addition, the Company holds a portfolio of 37 properties and over 300 km2 in the world-class mining district of Sudbury, Ontario.
The Company's growth strategy is focused on the exploration and development of its nickel sulphide properties within its portfolio. Archer's vision is to be a responsible nickel sulphide developer in stable pro-mining jurisdictions. Archer is committed to socially responsible exploration and development, working safely, ethically, and with integrity. For more information, please visit www.archerexploration.com.
Tom Meyer
President & Chief Executive Officer
Tel: +1 866 899 7247 (RCHR)
Email: [email protected]
Cautionary Note Regarding Forward-Looking Statements
Neither the CSE nor its Market Regulator (as that term is defined in policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
This press release contains "forward-looking information" within the meaning of applicable Canadian securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as "believes", "anticipates", "expects", "is expected", "scheduled", "estimates", "pending", "intends", "plans", "forecasts", "targets", or "hopes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "will", "should" "might", "will be taken", or "occur" and similar expressions) are not statements of historical fact and may be forward-looking statements. Forward-looking information herein includes, but is not limited to, statements that address activities, events or developments that Archer expects or anticipates will or may occur in the future including the closing date of the Amended Offering, proposed use of proceeds of the Amended Offering and the tax treatment of the Quebec charity flow-through units (the "CFT Units"), the QFT Units and flow-through units (the "FT Units").
Forward-looking statements and forward-looking information relating to any future mineral production, liquidity, enhanced value and capital markets profile of the Company, future growth potential for the Company and its business, and future exploration plans are based on management's reasonable assumptions, estimates, expectations, analyses and opinions, which are based on management's experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances, but which may prove to be incorrect. Assumptions have been made regarding, among other things, the price of metals; costs of exploration and development; the estimated costs of development of exploration projects; the Company's ability to operate in a safe and effective manner.
These statements reflect the Company's respective current views with respect to future events and are necessarily based upon a number of other assumptions and estimates that, while considered reasonable by management, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance, or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements or forward-looking information and the Company has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: the future tax treatment of the CFT Units, QFT Units and FT Units; competitive risks and the availability of financing; precious metals price volatility; risks associated with the conduct of the Company's mining activities; regulatory, consent or permitting delays; risks relating to reliance on the Company's management team and outside contractors; the Company's inability to obtain insurance to cover all risks, on a commercially reasonable basis or at all; currency fluctuations; risks regarding the failure to generate sufficient cash flow from operations; risks relating to project financing and equity issuances; risks and unknowns inherent in all mining projects; contests over title to properties, particularly title to undeveloped properties; laws and regulations governing the environment, health and safety; operating or technical difficulties in connection with mining or development activities; employee relations, labour unrest or unavailability; the Company's interactions with surrounding communities; the speculative nature of exploration and development; stock market volatility; conflicts of interest among certain directors and officers; lack of liquidity for shareholders of the Company; litigation risk; and the factors identified in the Company's public disclosure documents. Readers are cautioned against attributing undue certainty to forward-looking statements or forward-looking information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or forward-looking information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements or information, other than as required by applicable law.
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