Exploits Successfully Closes Non-Brokered Private Placement and Issues Stock Options

Rhea-AI Summary

Exploits Discovery Corp. (CSE: NFLD) (OTCQX: NFLDF) has successfully completed a non-brokered private placement, raising $1,015,400 through the issuance of 12,692,500 flow-through shares at $0.08 per share. The company paid $25,344 in finder's fees, and the shares are subject to a four-month hold period ending January 28, 2025. An insider participated for $8,000, considered a related party transaction under MI 61-101, with the company relying on exemptions from formal valuation and minority shareholder approval requirements.

The proceeds will be used for eligible Canadian exploration expenses related to the company's mining projects. Additionally, Exploits has granted 2,150,000 stock options to directors, officers, employees, and consultants, exercisable until September 30, 2029, at $0.08 per share.

Positive

• Raised $1,015,400 through private placement
• Granted 2,150,000 stock options to key personnel

Negative

• Potential dilution of existing shareholders due to new share issuance

Toronto, Ontario--(Newsfile Corp. - September 30, 2024) - Exploits Discovery Corp. (CSE: NFLD) (OTCQX: NFLDF) (FSE: 634) ("Exploits" or the "Company") is pleased to announce completion of a non-brokered private placement of 12,692,500 flow-through shares at a price of $0.08 per flow-through share for gross proceeds of $1,015,400 (the "Offering"). In connection with the Offering, the Company paid to finders cash commissions totaling $25,344. All flow-through shares are subject to a four month hold period expiring January 28, 2025.

An insider of the Company participated in the Offering for $8,000. The issuance of flow-through shares to insiders is considered a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the formal valuation requirements of MI 61-101 pursuant to section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(a) in respect of such insider participation as the fair market value of the transaction, insofar as it involves interested parties, does not exceed 25% of the Company's market capitalization.

The gross proceeds received by the Company from the Offering will be used to incur eligible "Canadian exploration expenses" ("CEE") that are "flow-through mining expenditures" (as such term is defined in the Income Tax Act (Canada)) related to the Company's mining projects.

The securities referred to in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements. "United States" and "U.S. person" have the respective meanings assigned in Regulation S under the U.S Securities Act.

The Company also announces that, in accordance with the Company's stock option plan, it has granted to certain of its directors, officers, employees and consultants incentive stock options to purchase up to an aggregate of 2,150,000 common shares exercisable on or before September 30, 2029 at a price of $0.08 per share.

About Exploits Discovery Corp.

Exploits is a Canadian mineral exploration company focused on the acquisition and development of mineral projects in Newfoundland and Labrador, Canada. Exploits is utilizing its experienced, talented local team and geologic understanding with the vision to become one of the most successful explorers in Canada.

On Behalf of the Board

/s/ "Jeff Swinoga"
President and CEO

For more information, please contact:

Shanda Kilborn
VP, Corporate Development & Investor Relations
+1 (778) 819-2708
shanda@exploits.gold

https://exploitsdiscovery.com

Neither the Canadian Securities Exchange nor its Regulation Service Provider (as the term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy of accuracy of this news release.

Not for distribution to United States Newswire Services or for dissemination in the United States

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/225008

FAQ

How much did Exploits Discovery Corp. (NFLDF) raise in its recent private placement?

Exploits Discovery Corp. (NFLDF) raised $1,015,400 through a non-brokered private placement of 12,692,500 flow-through shares at $0.08 per share.

What is the exercise price and expiry date of the stock options granted by Exploits Discovery Corp. (NFLDF)?

Exploits Discovery Corp. (NFLDF) granted stock options exercisable at $0.08 per share until September 30, 2029.

How will Exploits Discovery Corp. (NFLDF) use the proceeds from the private placement?

Exploits Discovery Corp. (NFLDF) will use the proceeds to incur eligible Canadian exploration expenses related to the company's mining projects.

When do the flow-through shares issued by Exploits Discovery Corp. (NFLDF) become freely tradable?

The flow-through shares issued by Exploits Discovery Corp. (NFLDF) are subject to a four-month hold period expiring January 28, 2025.