The Private Placement is subject to final TSX-V approval and shares are subject to a hold period of four months and one day from their date of issuance, under applicable Canadian securities law. The shares have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. Proceeds from the Private Placement are intended to be used toward eligible Canadian Exploration Expenses, within the meaning of the Income Tax Act (Canada), at the Company’s Ontario and Yukon projects.
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