VANCOUVER, BRITISH COLUMBIA – February 23 rd, 2021: ALTAIR RESOURCES INC. (“Altair” or the “Company”) (TSX-V: AVX; Germany FRA: 90A; ISIN: CA02137W1014; WKN: WKN A2ALMP) Mr. Jeffrey Steiner, on behalf of the Board, is pleased to announce the closing of the Company’s non-brokered private placement financing (the “Private Placement”) announced on January 21st 2021. Altair issued 1,350,000 units (each, a “Unit”) of the Company, at a price of CDN$0.035 per Unit, with each Unit comprising one common share (a “Share”) and one share purchase warrant (a “Warrant”). Each Warrant entitles the holder to purchase an additional common share at a price of CDN$0.05 for a period of five years from the closing of the Private Placement. Proceeds from the financing will be used for working capital purposes and payments to be made include TSXV filing and sustaining fees, balance of 2020 audit fees, reserve for 2021 audit fees, transfer agent fees, accounting fees, geological services and such other corporate costs. The financing will not be used to primarily make payments to management. All securities issued will be subject to a four month hold period from the date of closing. No finder’s fees were paid.
Related Party Transaction
Certain directors of the Company participated in the Private Placement and purchased an aggregate of 450,000 Units for aggregate gross proceeds of CDN$15,750. The participation in the Private Placement by the directors of the Company constitutes related party transactions pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the participation in the Private Placement in reliance on the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the transaction does not exceed 25% of the Company’s market capitalization. The Company did not file a material change report containing all of the disclosure required by MI 61-101 more than 21 days before the expected closing date of the Private Placement as the aforementioned insider participation had not been confirmed at that time and the Company wished to close the Private Placement as expeditiously as possible.
ON BEHALF OF THE BOARD,
“Jeffrey Steiner”
Jeffrey Steiner,
Interim Chief Executive Officer
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward Looking Statement Caution
Certain information contained in this news release constitutes “forward-looking information” or “forward-looking statements” (collectively, “forward-looking information”). Without limiting the foregoing, such forward-looking information includes statements regarding the composition of the Plant and its intended use, the issuance of the Consideration Shares and any statements regarding the Company’s business plans, expectations and objectives. There can be no assurance that the Company will proceed to satisfy the conditions necessary to complete the acquisition of the Plant, including obtaining legal title to the Plant and completing the cash payment and the issuance of the Consideration Shares. In this news release, words such as “may”, “would”, “could”, “will”, “likely”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate” and similar words and the negative form thereof are used to identify forward looking information. Forward looking information should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. Forward-looking information is based on information available at the time and/or the Company management’s good faith belief with respect to future events and is subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond the Company’s control. For additional information with respect to these and other factors and assumptions underlying the forward-looking information made in this news release, see the Company’s most recent Management’s Discussion and Analysis and financial statements and other documents filed by the Company with the Canadian securities commissions and the discussion of risk factors set out therein. Such documents are available at www.sedar.com under the Company’s profile. The forward-looking information set forth herein reflects the Company’s expectations as at the date of this news release and is subject to change after such date. 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.
