Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the LIFE Offering was made to purchasers resident in Canada pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the "Exemption"). The securities issued under the Exemption are not subject to a hold period in accordance with applicable Canadian securities laws.
The Company intends to use the gross proceeds of the LIFE Offering to advance the exploration of the Company's Lewis Pilley's Project located in Newfoundland. The proceeds from the sale of the LIFE FT Units will be used to incur exploration expenses that qualify as "Canadian exploration expenses" as defined in subsection 66.1(6) of the Income Tax Act (Canada) (the "Tax Act") and "flow-through critical mineral mining expenditures" as defined in subsection 127(9) of the Tax Act for purposes of the critical mineral exploration tax credit. Such expenses will be incurred on or before December 31, 2027, and renounced to the subscribers with an effective date no later than December 31, 2026.
The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or any U.S. state securities laws, and may not be offered or sold in the United States absent ...