News Releases

QC Copper Announces Upsize to Private Placement of Flow-Through Shares

October 6, 2021

Toronto, ON – October 6, 2021 – QC Copper and Gold Inc. ("QC Copper" or the "Company") (TSXV: QCCU) is pleased to announce that due to strong investor demand it has amended the terms of its previously announced “best efforts” private placement financing to increase the size of the offering. The Company has entered into an amending agreement with Cormark Securities Inc. (“Cormark”), on behalf of a syndicate of agents (collectively, the “Agents”), pursuant to which the Agents have agreed to act as agents in connection with a “best efforts” private placement offering of 10,100,000 common shares in the capital of the Company that will qualify as “flow-through shares” (within the meaning of subsection 66(15) of the Income Tax Act (Canada) and section 359.1 of the Taxation Act (Québec)) (the “FT Shares”) at a price of $0.60 per FT Share (the “Issue Price”) for gross proceeds of $6,060,000 (the “Offering”).

The Agents will have the option, exercisable in whole or in part at any time up to 48 hours prior to the closing of the Offering, to arrange for the sale of up to an additional 1,515,000 FT Shares at the Issue Price.

The gross proceeds from the issuance of the FT Shares will be used for Canadian exploration expenses and will qualify as “flow-through mining expenditures”, as defined in subsection 127(9) of the Income Tax Act (Canada) and under section 359.1 of the Taxation Act (Quebec) (the “Qualifying Expenditures”), which will be incurred on or before December 31, 2022 and renounced to the subscribers with an effective date no later than December 31, 2021 in an aggregate amount not less than the gross proceeds raised from the issue of the FT Shares. In addition, with respect to Québec resident subscribers who are eligible individuals under the Taxation Act (Québec), the Canadian exploration expenses will also qualify for inclusion in the “exploration base relating to certain Québec exploration expenses” within the meaning of section 726.4.10 of the Taxation Act (Québec) and for inclusion in the “exploration base relating to certain Québec surface mining expenses or oil and gas exploration expenses” within the meaning of section 726.4.17.2 of the Taxation Act (Québec). If the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each FT Share subscriber for any additional taxes payable by such subscriber as a result of the Company’s failure to renounce the Qualifying Expenditures as agreed.

The Offering is expected to close on or about October 27, 2021, or such other date as the Company and the Agents may agree and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the acceptance of the TSX Venture Exchange.

The FT Shares will be offered for sale by way of private placement pursuant to applicable exemptions from the prospectus requirements in each of the provinces of Canada, and in such other jurisdictions as may be mutually agreed between the Company and the Agents. The securities issued under the Offering will be subject to a four month hold period under applicable Canadian securities laws.

The securities offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, or any state securities law, and may not be offered, sold or delivered, directly or indirectly, within the United States, or to or for the account or benefit of U.S. persons, absent registration or an exemption from such registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful.

For information and updates on QC Copper and Gold, please visit: www.qccopper.com

And please follow us on Twitter @qccoppergold

Stephen Stewart, Chief Executive Officer

Phone: 416.644.1567

Email: sstewart@qccopper.com

Neither 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 news release.

Certain information in this press release may contain forward-looking statements concerning the Offering, use of proceeds, closing tax and tax treatment of the FT Shares. This information is based on current expectations subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. QC Copper and Gold Inc. assumes no obligation to update forward-looking statements or reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to QC Copper and Gold Inc. Additional information identifying risks and uncertainties is contained in QC Copper and Gold Inc. filings with Canadian securities regulators, which filings are available under QC Copper and Gold Inc.’s profile at www.sedar.com

 

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