Regulation A Offering. The Offering is being made pursuant to recently adopted rules and regulations under Regulation A of the Securities Act of 1933, as amended (“Regulation A”). The Offering Circular has been duly filed with and qualified by the SEC in accordance with the requirements of Regulation A, and Sponsor shall promptly notify Soliciting Dealer in the event that such qualification is at any time withdrawn or restricted.
Regulation A Offering. The Shares are being sold by the Bancorp in an offering under an exemption from registration under Tier 1 of Regulation A+ of the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933 (the “Act”) and the Limited Offering Exemption Notice pursuant to Section 25102(f) of the California Corporations Code.
Regulation A Offering. Should RDAR fail to have filed an Offering Statement on Form 1-A pursuant to Regulation A of the Securities and Exchange Commission (the “Reg A Offering”), on or before the 20th day following the Closing, the Owner shall have the right, but not the obligation, to rescind this Agreement by written notice to RDAR.
Regulation A Offering a. The engagement of PC includes the engagement of PC as a placement agent in connection with a proposed best-efforts offering (the “Reg A Offering”) under Regulation A promulgated under the Securities Act of 1933, as amended (the “Securities Act”). In the Reg A Offering, the Company may offer shares of common stock (the “Shares”), common stock purchase warrants (the “Warrants”), units of Shares and Warrants (‘Units”) and/or convertible notes (the “Convertible Notes” and together with Shares and Warrants or Units, the “Securities”) as determined by the Company in consultation with PC.
b. PC will seek to assist the Company to raise capital in the Reg A Offering through the sale of Securities to both accredited investors and institutional investors. PC and the Company expect the Reg A Offering will result in gross proceeds to the Company of up to ten million dollars ($7,500,000). The actual terms and amount of the Offerings will depend on market conditions, and will be subject to negotiation between the Company, PC and the prospective investors. The Company expressly acknowledges that: (i) the Offerings will be undertaken on a “best efforts” basis, (ii) PC will not be required to purchase any Securities from the Company, and (iii) the execution of this Agreement does not constitute a commitment by PC to consummate any transaction contemplated hereunder and does not ensure successful Offerings or the ability of PC to secure any financing on behalf of the Company.
Regulation A Offering. The Lender (which will include Affiliates of the Lender for purposes of this Section (b)) hereby agrees that it will not, without the prior written consent of the Company or, in the case of an underwritten offering, without the prior written consent of the managing underwriters(s), during the period commencing on the date of the offering statement relating to the Company’s Regulation A Offering, and ending on the date specified by the Company (such period not to exceed one hundred eighty (180) days):
(A) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any of the Securities (whether such Securities are then owned by the Lender or are thereafter acquired); or (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such Securities; whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The Lender further agrees to execute such agreements as may be reasonably requested by the Company in connection with the Regulation A Offering that are consistent with this Section (b) or that are necessary to give further effect thereto, so long as the terms and conditions of such agreements are consistent in all material respects with the terms and conditions of any agreements requested to be executed by other significant stockholders of the Company in connection with such Regulation A Offering.
Regulation A Offering. Maxim hereby agrees to act as the Company’s placement agent in connection with the Regulation A Offering pursuant to the terms of the Agreement; and all references to the Regulation D Offering are hereby amended to refer to the Regulation A and the Regulation D Offerings, such that all terms that apply to the Regulation D Offering also apply to the Regulation A Offering.
Regulation A Offering. On November 11, 2016, the Company filed a Form 1-A and a related Regulation A Offering Circular with the Securities and Exchange Commission (the “SEC”) in conjunction with the Company’s issuance of Series m Preferred Stock under Regulation A, which is an exemption from registration in the Securities Act for certain public offerings of securities. The Company concluded all sales of stock pursuant to the Regulation A offering in the fourth quarter of 2017. As part of the Company’s ongoing compliance with Regulation A of the Securities Act, the Company submits periodic filings to the SEC which can be accessed publicly on EXXXX.
Regulation A Offering. The Company intends to complete an offer and sale of units of the Company ("Units") (the "Offering"), pursuant to an exemption from the registration requirements available under Regulation A of the United States Securities Act of 1933, as amended (the "Securities Act") and qualified under a Canadian short-form prospectus filed in Canada.
(i) Each Unit is expected to consist of one Common Share and one-half of one warrant, each whole warrant exercisable to acquire one additional Common Share;
(ii) The offering price of each Unit (the "Unit Price") will be determined by the Company and the agent in the context of the market;
(iii) In the event the Offering is completed for gross proceeds of between C$3,000,000 to C$10,000,000, the use of proceeds of the Offering will be as follows:
(A) should the Company fail to secure the Approvals (as defined below) and complete the Article Amendments (as defined below), 50% of the gross proceeds above C$3,000,000 to redeem a portion of the Preferred Shares; and
(B) the remaining proceeds for the Company's exploration and development programs, general and administrative expenses and working capital.
(iv) In the event the Offering is completed for gross proceeds equal to or greater than C$10,000,000, the use of proceeds of the Offering will be as follows:
(A) a minimum of C$5,000,000 to redeem a portion of the Preferred Shares; and
(B) the remaining proceeds for the Company's exploration and development programs, general and administrative expenses and working capital, and the Parties agree to complete the Waterton Placement and the Preferred Share Redemption in accordance with the terms set forth in Sections 1(b) and (c) below.
Regulation A Offering. The Company shall have accepted subscriptions for, issued or agreed to issue no more than 1,126,837 shares of Common Stock pursuant to an offering made by the Company pursuant to Regulation A+, as promulgated under the Securities Act that commenced on July 8, 2022 and on the terms described in the prospectus therefor bearing the same date (the “Regulation A+ Offering”).
Regulation A Offering a. The engagement of Alexander Capital includes the engagement of Alexander Capital as a placement agent and a qualified institutional underwriter (as defined within FINRA Rule 5121(a)(2)) in connection with a proposed best-efforts offering (the “Reg A Offering” or “Offering”) under Regulation A promulgated under the Securities Act of 1933, as amended (the “Securities Act”). In the Reg A Offering, the Company may offer shares of common stock (the “Shares” or “Securities”).
