May 16, 2017
Saint Jean Carbon Inc (C:SJL)
Shares Issued 215,020,130
Last Close 5/15/2017 $0.055
Mr. Paul Ogilvie reports
Saint Jean Carbon Inc. intends to complete a non-brokered private placement financing of up to 40 million units at a price of five cents per unit for gross proceeds to the company of up to $2-million. Each Common Unit will consist of one (1) common share in the capital of the Company and one (1) common share purchase warrant (each a "Warrant"). Each Warrant will entitle the holder to acquire one (1) additional common share in the capital of the Company (each a "Warrant Share") at an exercise price of $0.055 per Warrant Share for a period of 48 months from the date of issuance.
In addition, the Company intends to complete a non-brokered private placement financing of up to 10,000,000 common shares in the capital of the Company issued on a "flow-through" basis pursuant to the Income Tax Act (Canada) (each a "Flow-Through Share") at a price of $0.05 per Flow-Through Share for gross proceeds to the Company of up to $500,000 (the "Flow-Through Share Offering" and together with the Common Unit Offering, the "Offering").
Closing of the Offering is subject to customary conditions, including receipt of all regulatory approvals, compliance with the Interim Order: Extension of the Alberta Securities Commission dated April 4, 2017 issued against certain named individuals and the "reporting insiders" of the Company as described in the Company's news release dated April 6, 2017, and is anticipated to occur in multiple tranches, with the first tranche anticipated to close on May 17, 2017. All securities issued as part of the Offering will be subject to a four month and one day hold period.
The Company intends to use the proceeds of the Flow-Through Share Offering on the Company's exploration and development expenditures on its mineral properties located in Quebec and to incur eligible Canadian Exploration Expenses that qualify as Canadian exploration expenses and "flow-through mining expenditures" for purposes of the Income Tax Act (Canada) and which will be renounced in favour of the holders with an effective date of no later than December 31, 2017.
The Company intends to use the proceeds of the Common Unit Offering for general corporate and administrative purposes.
The Company intends to pay a cash finder's fee, to certain arm's length finders (each a "Finder"), equal to 10% of the gross proceeds raised under the Offering from purchasers introduced to the Company by each Finder. In addition, the Company intends to issue non-transferable warrants ("Finder Warrants") in the capital of the Corporation equal to five (5%) percent of the total number of Common Units and Flow-Through Shares sold under the Offering. The Finder Warrants are exercisable by each Finder at a price of $0.055 for a period of forty eight (48) months from closing of the Offering.
About Saint Jean
Saint Jean is a publicly traded carbon sciences company with interests in graphite mining claims on five 100% Company-owned properties located in the province of Quebec in Canada. The five properties include the Walker property, a past producing mine, the Wallingford property, the Buckingham property, East Miller and Clot property. For information on Saint Jean's other properties and the latest news please go to the website: www.saintjeancarbon.com.
We seek Safe Harbor.