Under the terms of the Upsized Offering, the Agents have agreed to sell, on a "best efforts" private placement basis, up to: (i) 3,184,000 common shares which qualify as "flow-through shares" (within the meaning of the Tax Act) and qualify as "Canadian exploration expenses" as defined in the Tax Act (the "CEE LIFE Shares") at a price of C$0.64 per CEE LIFE Share (the "CEE Issue Price"); and (ii) 14,802,000 common shares which qualify as "flow-through shares" (within the meaning of the Tax Act) and qualify as "accelerated Canadian development expenses" as defined in the Tax Act (the "CDE Offered Shares") at a price of C$0.554 per CDE Offered Share (the "CDE Issue Price") for aggregate gross proceeds to the Company from the sale of CEE LIFE Shares and CDE Offered Shares of up to C$10,238,068 (the "LIFE Offering").
Additionally, the Agents have agreed to sell, on a "best-efforts" private placement basis, up to: (i) 6,889,000 common shares of the Company (the "Non-FT Shares") at a price per Non-FT Share of C$0.45 (the "Non-FT Issue Price"); and (ii) 5,655,000 common shares which qualify as "flow-through shares" (within the meaning of the Tax Act) and qualify as "Canadian exploration expenses" as defined in the Tax Act (the "CEE PP Shares" and together with the CEE LIFE Shares, the "CEE Offered Shares") at the CEE Issue Price for aggregate gross proceeds to the Company from the sale of the Non-FT Shares and CEE PP Shares of up to C$6,719,250 (the "PP Offering" and together with the LIFE Offering, the "Marketed Offering"). The Marketed Offering combines aggregate gross proceeds to the Company of up to C$16,957,318. The CEE Offered Shares, CDE Offered Shares, and Non-FT Shares are referred to herein as the "Offered Shares".
The Company has granted the Agents an option to sell up to an additional 15% of the Marketed Offering in CEE Offered Shares at the CEE Issue Price (the "Agents' Option", and together with the Marketed Offering, the "Upsized Offering"), exercisable in whole or in part at any time up to 48 hours prior to the closing date of the Upsized Offering.
The Non-FT Shares and CEE PP Shares will be issued and sold to eligible purchasers pursuant to the available "accredited investor", "minimum amount investment" and "family, friends and business associates" private placement exemptions in accordance with National Instrument 45-106, Prospectus Exemptions ("NI 45-106") in each of the Provinces of Canada. The CEE LIFE Shares and CDE Offered Shares will be offered and sold to eligible purchasers pursuant to the listed issuer financing prospectus exemption under Part 5A of NI 45-106 and Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "LIFE Exemption") in each of the Provinces of Canada. The Offered Shares may be offered and sold to eligible purchasers pursuant to the LIFE Exemption in, the United States and in certain offshore foreign jurisdictions. The Offered Shares sold to purchasers in the United States will be made on a private placement basis pursuant to one or more exemptions from registration requirements of the United States Securities Act of 1933, as amended.
For the CEE Offered Shares, the Company, pursuant to the provisions in the Tax Act shall use an amount equal to the gross proceeds ...
