Stewart, BC – August 14, 2023 – Decade Resources Ltd (“Decade” or the “Company”) is pleased to announce that it has entered into an agreement with REDPLUG Inc. (“REDPLUG”) pursuant to which REDPLUG has agreed to purchase, on a bought deal private placement basis, 6,250,000 flow through units at a price of $0.24 per unit, for aggregate gross proceeds of $1,500,000 (the “Brokered Financing”).
Decade will also complete a non‐brokered private placement for 2,000,000 flow through units, at a price of $0.24 per unit, for gross proceeds of $480,000, and for 1,350,000 non‐flow‐through units at a price of $0.20 per unit, for gross proceeds of $270,000. (the “Non‐Brokered Financing”).
The Company expects to raise total gross proceeds of $2,250,000 from the Brokered Financing and the Non‐Brokered Financing (together, the “Offering”).
The share included in the non‐flow‐through unit is a common share.
The share included in the flow‐through unit is a “flow‐through share” as defined in the Income Tax Act (Canada).
Both the non‐flow‐through unit and the flow‐through unit include one transferable warrant exercisable for the purchase of one additional common share, at a price of $0.32 per share, for 2 years.
The $300,000 financing announced on August 10, 2023, has been cancelled. Decade directors, Edward Kruchkowski and Randolph Kasum, will purchase 1,250,000 flow‐through units of the Non‐Brokered Financing for gross proceeds of $300,000.
Ed Kruchkowski, President of the Company comments: “With these funds, Decade’s 2023 exploration campaign will be greatly expanded, and fully funded. Our intention is to continue drilling aggressively at our 100% owned Nobody Knows property, where recent diamond drilling has intersected thick intervals of copper sulphides in felsic volcanic rocks. The discovery holes show similarities to many of the world’s major sediment‐hosted copper systems. Assay results are pending.”
Proceeds from the sale of non‐flow‐through units will be used for general corporate purposes.
Proceeds from the sale of flow‐through units will be utilized for incurring flow through expenses that qualify as “Canadian exploration expenses” and “flow through critical mineral mining expenditures” as defined in the Income Tax Act (Canada). Flow‐through proceeds will primarily be spent on the Nobody Knows Copper property, with a smaller portion to be spent on the Red Cliff property.
Both financings are expected to close concurrently, on or about August 28, 2023.
The Offering is subject to approval of the TSX Venture Exchange (the “TSXV”).
All securities issued in the Offering will be subject to the statutory hold period of four months and one day from the date of issuance, in accordance with applicable Canadian securities laws.
Directors’ subscriptions in the Non‐Brokered Financing will be considered to be related party transactions, as defined under Multilateral Instrument 61‐101. However, the transactions will be exempt from formal valuation and minority shareholder approval requirements as neither the fair market value of any shares issued to, or the consideration paid by such persons, will exceed 25 per cent of the company’s market capitalization.
Decade has engaged REDPLUG Inc. as its financial advisor in connection with the Financings. REDPLUG is a registered exempt market dealer specializing in private placements in the junior resource sector. REDPLUG’s accredited investor clients are building positions in well‐managed, insider‐owned, resource companies including: prospect generators, advanced explorers, resource developers, and near‐term producers.
Upon closing of the Brokered Financing and the Non‐Brokered Financing, REDPLUG will receive a cash fee expressed as a percentage of the gross proceeds received, as well as a number of nontransferable broker‐warrants exercisable at $0.24 for 2 years (B‐Warrants), expressed as a percentage of the number of units sold. REDPLUG will receive a fee of 8% cash and 8% B‐Warrants on the Brokered Financing, and 2% cash and 2% B‐Warrants on the Non‐Brokered Financing, except on subscriptions to directors, upon which no fee will be paid.
Decade may pay a fee to other registered dealers on the Non‐Brokered Financing.
Decade announces that it has granted 1,000,000 incentive stock options to directors and consultants of the Company. The options are exercisable at $0.22 and will expire in five years.
This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
Decade Resources Ltd. is a Canadian based mineral exploration company actively seeking opportunities in the resource sector. Decade holds numerous properties at various stages of development and exploration from basic grass roots to advanced ones. Its properties and projects are all located in the “Golden Triangle” area of northern British Columbia. For a complete listing of the Company assets and developments, visit the Company website at www.decaderesources.ca. For investor information please call 250‐636‐2264 or Gary Assaly at 604‐377‐7969.
Ed Kruchkowski, P. Geo., a qualified person under National Instrument 43‐101 is responsible for the contents of this release. Ed Kruchkowski is not independent of Decade as he is the president of the Company.
ON BEHALF OF THE BOARD OF DECADE RESOURCES LTD.
“Ed Kruchkowski”
Ed Kruchkowski, President
“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.”