Not for distribution to U.S. news wire services or dissemination in the United States.
Stewart, BC – Decade Resources Ltd. (the “Company”) is pleased to announce that it has closed a second tranche of its previously announced non-brokered private placement. A total of 1,742,384 flow-through units were issued at the price of $0.065 per unit to raise $113,254.96. Each unit consists of one flow-through common share of the Company and one transferable non-flow-through common share purchase warrant. Each warrant entitles the holder to purchase, for a period of 24 months, one additional common share of the Company, at a price of $0.08 per share.
All of the shares and warrants, and any shares issued upon exercise of the warrants comprising the units, are subject to a hold period and may not be traded in Canada until March 6, 2019, except as permitted by applicable Canadian securities laws and the TSX Venture Exchange.
The private placement included the following subscription from a “related party” of the Company as defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”): Edward Kruchkowski (the Company’s President and Chief Executive Officer) acquired 307,692 flow-through units. The issuance of the flow-through units to Mr. Kruchkowski did not result in a material change in the percentage of securities of the Company held by him. The participation of Edward Kruchkowski in the private placement was exempt from formal valuation and minority shareholder approval requirements pursuant to exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that at the time the private placement was agreed to, neither the fair market value of the securities to be distributed in the private placement nor the consideration to be received for those securities, insofar as the private placement involved the related party, exceeds 25% of the Company’s market capitalization.
The Company did not file a material change report more than 21 days before the expected closing of the private placement as the details of the private placement and the participation by the related party was not settled until shortly prior to closing and the Company wished to close the private placement on an expedited basis for sound business reasons.
The proceeds of the private placement will be expended on the Company’s properties located in British Columbia.
The Company is continuing its best efforts offering on the remaining balance of the $650,000 flow-through financing originally announced on August 15, 2018.
BY ORDER OF THE BOARD OF DIRECTORS OF
DECADE RESOURCES LTD
“Randolph Kasum”
Randolph Kasum,
Director
“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.”
“This news release may contain forward–looking statements. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements.”