Coeur d’Alene, Idaho – February 28, 2024 – Scout Discoveries Corp. (“Scout” or “the Company”) is pleased to announce a strategic partnership (the “Partnership”) with The Electrum Group (“Electrum”) and closing of a concurrent non-brokered private placement (the “Placement”) of US $4,000,000 for 8,000,000 common shares at US $0.50 per share (the “Subscription Price”). In addition, Electrum shall have the option (the “Option”) to invest an additional US $4,000,000 for 4,000,000 common shares at US $1.00 per share prior to December 29, 2024, or a public listing, whichever occurs first.
Following closing of the Placement, Electrum owns 28.4% of the issued and outstanding shares of Scout (or 37.3% assuming exercise of the Option) and retains the right to designate up to two individuals as nominees to the Company’s board of directors (the “Board”). Electrum has agreed to vote its shares with the recommendations of Scout for a period of three years and holds a right to participate (the “Pro Rata Right”) in any future financing of the Company to maintain its pro rata shareholding until the Company achieves a public listing.
The Partnership announced herein between Scout and Electrum will consist of technical support with project review and advancement, corporate and transactional support, and the broadening of relationships within global capital markets. Electrum has specific expertise in U.S. capital markets, and in Scout’s focus jurisdiction of Idaho as the majority owner of Sunshine Silver Mining & Refining Company, the largest mineral rights holder in the Silver Valley of northern Idaho.
Dr. Curtis Johnson, Scout Discoveries’ President and CEO commented: “Electrum is the ideal long-term partner for Scout to achieve our primary objective of making a Tier One discovery in Idaho. With the support of Electrum’s technical expertise, their proven financial backing and long-term focus, we can follow a systematic, disciplined approach to discovery, giving Scout the best opportunity to create strong and sustained growth in value-per-share.”
The Placement was completed under Rule 506(b) of Regulation D promulgated by the SEC under the Securities Act of 1933, as amended (the “Securities Act”), solely to persons who qualify as accredited investors and in accordance with applicable securities laws.
The securities offered in the Placement have not been and will not be registered under the Securities Act or the securities laws of any state of the United States and may not be offered or sold absent such registration or an applicable exemption from such registration requirements. This news release does not constitute an offer to sell or a solicitation of an offer to buy securities nor shall there be any sale of the securities referenced herein in any state or other jurisdiction in which such offer, solicitation or sale is not permitted. The securities referenced herein have not been approved or disapproved by any regulatory authority.
This release is issued for informational purposes pursuant to Rule 135c of the Securities Act and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The shares issued pursuant to the Offering will be subject to a statutory hold period in accordance with applicable United States securities legislation.
About Scout
Scout Discoveries Corp. is a U.S. mineral exploration company headquartered in Coeur d’Alene, Idaho with 100% ownership of five precious and base metals projects in Idaho, and an option to acquire 100% of ten additional projects, comprising the largest unpatented claim holdings in the state. Scout is focused on the goal of rapidly advancing its large portfolio of projects through discovery with its internal core drill rig and team.
More information on Scout Discoveries Corp. can be found at: www.scoutdiscoveries.com
Forward-looking Statements:
Certain statements in this news release are forward-looking and involve a number of risks and uncertainties. Such forward-looking statements are within the meaning of that term in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, or “plan”. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management’s expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to those risks set out in the Company’s public documents filed on EDGAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
