VANCOUVER, British Columbia, December 3, 2021 — Search Minerals Inc. (“Search” or the “Company”) (TSXV: SMY | OTCQB: SHCMF)is pleased to announce that the Company is conducting a non-brokered private placement of up to 20,000,000 flow-through common shares of the Company (the “FT Shares”) at a price of $0.25 per FT Share for maximum gross proceeds of up to $5,000,000 (the “Offering”).
The Company intends to use the proceeds from the Offering to incur eligible Canadian exploration expenses and flow-through mining expenditures, within the meaning of the Income Tax Act (Canada), on the Company’s projects, including the Company’s Deep Fox project in the Critical Rare Earth Element District of South East Labrador (the “District”) and other exploration work in the District.
The Offering is expected to close before December 31, 2021 and is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the approval of the TSX Venture Exchange (“TSXV”).
In connection with the Offering, the Company may pay finders’ fees to certain arm’s length parties, as permitted by the policies of the TSXV. All securities issued in connection with the Offering will be subject to a four-month hold period under applicable securities legislation.
Certain insiders of the Company may participate in the Offering. The participation of Insiders in the Offering will constitute a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company anticipates relying on the exemptions from the formal valuation and minority approval requirements in Sections 5.5.(a) and 5.7(1)(a) of MI 61-101, on the basis that the fair market value of the transactions does not exceed 25% of the Company’s market capitalization.
About Search Minerals Inc.
Led by a proven management team and board of directors, Search is focused on finding and developing Critical Rare Earths Elements (CREE), Zirconium (Zr) and Hafnium (Hf) resources within the emerging Port Hope Simpson – St. Lewis CREE District of South East Labrador. The Company controls a belt 63 km long and 2 km wide and is road accessible, on tidewater, and located within 3 local communities. Search has completed a preliminary economic assessment report for FOXTROT, and a resource estimate for DEEP FOX. Search is also working on three exploration prospects along the belt which include: FOX MEADOW, SILVER FOX and AWESOME FOX.
Search has continued to optimize our patented Direct Extraction Process technology with generous support from the Department of Tourism, Culture, Industry and Innovation, Government of Newfoundland and Labrador,(“InnovateNL”) and from the Atlantic Canada Opportunity Agency (“ACOA”). We have completed two pilot plant operations and produced highly purified mixed rare earth carbonate concentrate and mixed REO concentrate for separation and refining.For more information about Search, visit www.searchminerals.ca.
For further information, please contact:
President and CEO
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements: This news release includes certain forward-looking statements and forward-looking information (together, “forward-looking statements”). All statements other than statements of historical fact included in this release, including, without limitation, statements regarding the Offering, the use of proceeds from the Offering, other future plans and objectives of the Company are forward-looking statements. There can be no assurance that such statements will prove to be accurate and actual results and future events may vary from those anticipated in such statements. Important risk factors that could cause actual results to differ materially from the Company’s plans or expectations include failure to obtain TSX Venture Exchange acceptance of the Offering, inability to use of proceeds from the Offering as expected, failure to raise sufficient funds on the proposed terms or at all, and risks associated with mineral exploration, including the risk that actual results and timing of exploration and development will be different from those expected by management. The forward-looking statements in this news release were developed based on the assumptions and expectations of management, including that TSX Venture Exchange acceptance for the Offering will be obtained, the Company will be able to use the proceeds from the Offering as anticipated, required fundraising will be completed, as well as the other assumptions disclosed in this news release and that the risks described above will not materialize. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as otherwise required by applicable securities legislation.