Not for distribution to United States Newswire Services or for dissemination in the United States
Vancouver, British Columbia, Canada – December 21, 2023 – American Future Fuel Corporation (CSE: AMPS, OTCQB: AFFCF, FWB: K14, WKN: A3DQFB) (“American Future Fuel” or the “Company”) is pleased to announce it has closed its brokered private placement (the “Offering”) in which it issued 12,777,777 units of the Company (“Units”) at a price of C$0.27 per Unit, for aggregate gross proceeds $3,450,000, which reflects an exercise of the agent’s option in full. Red Cloud Securities Inc. (“Red Cloud”) acted as agent and sole bookrunner under the Offering on behalf of a syndicate of agents that included Canaccord Genuity Corp. (together with Red Cloud, the “Agents”).
Each Unit consists of one common share of the Company (each, a “Unit Share”) and one common share purchase warrant (each, a “Warrant”). Each Warrant entitles the holder to purchase one common share of the Company (each, a “Warrant Share”) at a price of C$0.42 at any time on or before that December 21, 2026.
In consideration for their services, the Agents received a cash commission of $179,000 and were issued an aggregate of 662,963 compensation options, with each compensation option entitling the holder to purchase one common share of the Company at a price of $0.27 per share until December 21, 2026.
The Units were sold to purchasers resident in Canada pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the “Listed Issuer Financing Exemption”). The Unit Shares and Warrant Shares are expected to be immediately freely tradeable under applicable Canadian securities legislation if sold to purchasers resident in Canada.
The net proceeds from the Offering will be used for the advancement of the Company’s Cebolleta Uranium Project as well as for working capital and general corporate purposes.
The Company has also issued 255,555 common shares (“Admin Fee Shares”), equal to 2.0% of the number of Units issued in the Offering, to Amalfi Corporate Services Ltd. (“Amalfi”) as an administrative fee for Amalfi’s assistance with the Offering. Amalfi is a private company controlled by Geoff Balderson, Chief Financial Officer of the Company, and the issuance of Admin Fee Shares to Amalfi is considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company relied upon the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the issuance of the Admin Fee Shares issued to Amalfi does not exceed twenty-five percent (25%) of the market capitalization of the Company, as determined in accordance with MI 61-101. The Admin Fee Shares are subject to a statutory hold period until April 22, 2024 in accordance with applicable securities laws.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available.
About American Future Fuel
American Future Fuel Corporation is a Canadian-based resource company focused on the strategic acquisition, exploration and development of alternative energy projects. The Company holds a 100% interest in the Cebolleta Uranium Project, located in Cibola County, New Mexico, USA, and situated within the Grants Mineral Belt, a prolific mineral belt responsible for approximately 37% of all Uranium produced in the United States of America.
On behalf of the Board of Directors,
AMERICAN FUTURE FUEL CORPORATION
David Suda, Chief Executive Officer
For further information, contact:
David Suda at firstname.lastname@example.org
This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties, uncertain capital markets; and delay or failure to receive regulatory and other approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.