Mr. Nicholas Luksha reports
Mustang Energy Corp. has arranged a non-brokered private placement for aggregate gross proceeds of up to $3-million from the sale of the following:
Up to eight million non-flow-through (NFT) common shares in the capital of the company at a price of 25 cents per share for gross proceeds of up to $2-million from the sale of the shares;
Up to 3,448,276 critical flow-through (FT) common shares of the company at a price of 29 cents per FT share for gross proceeds of up to $1-million from the sale of FT shares.
Red Cloud Securities Inc. will be acting as a finder in connection with the offering.
Each FT share will be issued as a flow-through share within the meaning of Subsection 66(15) of the Income Tax Act (Canada). The company intends to use the proceeds of the offering for the exploration of the company's uranium projects in the Athabasca basin in Saskatchewan, as well as for general working capital purposes. The gross proceeds from the issuance of the FT shares will be used to incur resource exploration expenses, which will constitute Canadian exploration expenses, as defined in Subsection 66.1(6) of the Income Tax Act (Canada), and flow-through critical mineral mining expenditures, as defined in Subsection 127(9) of the Income Tax Act (Canada), which will be renounced with an effective date no later than Dec. 31, 2024, to the purchasers of the FT shares in an aggregate amount not less than the gross proceeds raised from the issue of the FT shares.
The closing of the offering is subject to receipt of all necessary regulatory approvals, including the Canadian Securities Exchange. Finders' fees will be payable in accordance with applicable securities laws and the policies of the CSE. The securities issued under the offering will be subject to a hold period ending on the date that is four months plus one day following the date of issue in accordance with applicable securities laws.
Engagement of Red Cloud
The company engaged Red Cloud to provide a range of corporate advisory services to the company. Red Cloud is a Toronto-based financial services company that provides assistance to mineral exploration and mining companies in accessing capital markets and enhancing their corporate profile.
Pursuant to the terms of the engagement, Red Cloud will be paid an initial cash fee of $150,000 for an initial 12-month term, which term will be automatically renewed on a month-to-month basis unless otherwise terminated. In addition, Red Cloud will receive a cash commission equal to 7.0 per cent of the gross proceeds raised from the sale of any equity securities of the company to certain identified parties introduced to the company by Red Cloud and receive such number of common share purchase warrants of the company as is equal to 7.0 per cent of the number of securities under the offering sold to identified parties, each to be exercisable for a period of 24 months following such closing date at an exercise price equal to the offering price of the securities sold during the initial term or within a period of 12 months thereafter, or such other exercise price as required by the policies of the CSE. In the event of the consummation of a transaction other than an equity securities offering during the fee period involving an identified party, the company will pay to Red Cloud a fee premised upon the total cash and non-cash proceeds and other consideration paid or to be paid in connection with the transaction, subject to a minimum $75,000 transaction fee. The payment of any fees or issuance of any securities to Red Cloud in connection with the engagement is subject to the approval of the CSE. Red Cloud has no direct relationship with the company, other than as contemplated in the engagement.
Engagement with German Mining Networks GmbH (GMN)
On Nov. 25, 2024, the company engaged GMN to provide investor relations services in Europe. The engagement commenced on Nov. 25, 2024, and will continue for an initial one-month period and shall be automatically renewed for successive one-month periods thereafter, unless terminated pursuant to the terms of the engagement. Based in Germany, GMN specializes in assisting companies access investors in certain major financial hubs located in continental Europe. GMN will introduce the company to potential investors, schedule shareholder targeting calls, conduct road shows, and provide support on other such marketing initiatives through various in-person and on-line channels. Pursuant to the terms of the engagement, the company will pay a cash retainer of $6,800 per month, payable in quarterly instalments in advance during the term. In the event that the company and GMN agree to perform a road show, the company has agreed to reimburse GMN for certain road show expenses through a cash fee of $6,800, payable three weeks prior to the date of such road show. The payment of any fees in connection with the engagement is subject to the approval of the CSE. GMN has no direct relationship with the company, other than as contemplated in the engagement. GMN has an address at Postfach: 10 01 26, 98561 Schmalkalden, Germany, and Peter Krah, of GMN, can be reached by telephone at 49-176-99096054 or by e-mail at krahp@german-mining.com.
About Mustang Energy Corp.
Mustang is a resource exploration company focused on acquiring and developing high-potential uranium and critical mineral assets. The company is actively exploring its properties in the Athabasca basin of Saskatchewan, Canada. Mustang's flagship property, Ford Lake, covers 7,743 hectares in the prolific eastern Athabasca basin, while its Cigar Lake East and Roughrider South projects span 2,901 hectares in the Wollaston domain. Mustang has also established its footprint in the Cluff Lake region of the Athabasca basin with the acquisition of the Yellowstone project and further expanded its presence in the south-central region of the Athabasca basin with the Dutton project.
We seek Safe Harbor.