Fox River Resources Corp. has announced a non-brokered private placement with a strategic investor that is expected to result in the strategic investor holding, after giving effect to the offering, 9.9% of the issued and outstanding common shares of Fox River on a non-diluted basis. The strategic investor is expected to subscribe for 7 200 000 common shares of the company at a price of US$0.40 per share for gross proceeds of US$2 880 000. The proceeds will be used to advance Fox River’s Martison Phosphate Project in Ontario, working capital and general corporate purposes.
Concurrently with closing of the offering, the strategic investor and Fox River will enter into an investor rights agreement that provides, among other things, the strategic investor with certain rights in the event it maintains minimum ownership thresholds in the company, including: (i) the right to participate in equity financings; (ii) top-up rights in the event of dilutive issuances; and (iii) the right (which the Strategic Investor has no present intention of exercising) to nominate one person to the company’s Board of Directors.
The closing of the offering is expected to occur on or about November 27, 2024 and is subject to the satisfaction of certain conditions, including execution of definitive agreements, including the investor rights agreement with the strategic investor. The securities issued to the strategic investor will be subject to a four month and one day hold period, in accordance with applicable securities laws.