Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Other than as set out below, we did not sell any equity securities which were not registered under the Securities Act during the three months ended April 30, 2019 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the three months ended April 30, 2019.
Effective May 30, 2019, we closed a private placement for an aggregate of 13,868,000 units, consisting of one common share and one share purchase warrant, at price of $0.25 per unit, for gross proceeds of $3,467,000. Each share purchase warrant entitles the holder to purchase one common share at a price of $0.35 per share and has an expiry term of two (2) years. In connection with this private placement, we issued 13,868,000 common shares and 13,868,000 share purchase warrants to thirty-two (32) non U.S. persons (as that term as defined in Regulation S of the Securities Act of 1933), relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.
Advisory fees consisted of the issuance of 4,200,000 units, consisting of one common share and one share purchase warrant, with each share purchase warrant entitling the holder to purchase one common share at a price of $0.35 per share and has an expiry term of two (2) years. In connection with the advisory fees, we issued 4,200,000 common shares and 4,200,000 share purchase warrants to seven (7) non U.S. persons (as that term as defined in Regulation S of the Securities Act of 1933) and one (1) U.S. person (as that term as defined in Regulation S of the Securities Act of 1933), relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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