Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales
On June 21, 2023, the Company entered into subscription agreements (the “Subscription Agreements”) with certain Canadian accredited investors for a private placement offering (the “Offering”) of an aggregate of 5,276,154 shares of the Company’s common stock, at a price of $4.5955 or $4.97 per share, to be issued as “flow-through shares,” as defined in subsection 66(15) of the Income Tax Act (Canada) (the “FT Shares”). In connection with the Offering, the Company granted an over-allotment option to purchase up to 3,000,000 additional FT Shares, at a price of 4.5955 per share. The over-allotment option was exercised. The initial closing and over-allotment closing occurred on June 27, 2023 and July 20, 2023 respectively, for aggregate cash proceeds to the Company of approximately $29.5 million.
The FT Shares were not registered under the Securities Act and were offered and sold outside the United States to accredited investors in reliance on Regulation S and/or Regulation D of the Securities Act. No underwriting discounts or commissions were paid in connection with the Offering.
Use of Proceeds
The proceeds of the Offering will be used by the Company for certain qualifying “Canadian Exploration Expenditures” (as such term is defined in the Income Tax Act (Canada)), in conducting an exploration and mineral resource
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evaluation program at Silvertip to determine the existence, location, extent, and quality of the silver, lead, and zinc on the Silvertip property.
Item 4. Mine Safety Disclosures
Information pertaining to mine safety matters is reported in accordance with Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act in Exhibit 95.1 attached to this Form 10-Q.
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