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Ubique Announces Private Placement

Wednesday, 06 December 2023 09:00 AM

Ubique Minerals Limited

This news release is not for distribution or dissemination in the Unites States of America

TORONTO, ON / ACCESSWIRE / December 6, 2023 / Ubique Minerals Limited (CSE:UBQ)(FRA:2UM) ("Ubique", "UBQ", the "Company") announces its intention to undertake a non-brokered private placement to raise up to $600,000 from the issuance of a combination of Hard-Dollar Units ("HDU") and Flow-Through Units ("FTU"). The proceeds are intended to be used for a general working capital purpose, further exploration at its Daniel's Harbour project as well as advancing the company's projects in Africa.

Under the proposed private placement, the Company will offer 2,500,000 HDUs, each HDU priced at $0.08 per Unit and 5,000,000 FTUs, each FTU priced at $0.08 per Unit. Each HDU comprises one Ubique common share and one common share purchase warrant, with the warrant providing the right to buy one Ubique common share at a price of $0.12 for a period of 24 months from the date of the first closing of this financing. Each FTU comprises one common share with one common share purchase warrant with the warrant providing the right to buy one common share at a price of $0.15 for a period of 24 months from the date of the first closing of this financing. All the warrants will be subject to an accelerated expiry if the closing share price exceeds $0.18 for a period of ten consecutive trading days.

Without giving effect to the exercise of the warrants, the total private placement common shares will represent 7.3% of the increased share capital of Ubique. Presuming exercise of the warrants, the Company would receive an additional $1,012,500 in exercise proceeds and common shares and the common shares issuable upon the warrant exercise would represent 12.0% of the increased share capital of Ubique. The financing may be closed in one or more tranches and insiders of the Company have indicated their interest in participating in this private placement. The Company may pay finders' fees in connection with all or part of the offering.

The purchase of securities pursuant to the Offering by insiders may constitute a "related party transaction" as such term is defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The transaction will be exempt from the MI 61-101 valuation and minority approval requirements for related party transactions in connection with the Offering under sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves the Related Parties, exceeds 25% of the Company's market capitalization (as determined under MI 61-101).The Company is not filing a material change report in respect of the related party transaction at least 21 days before the closing of the Offering, which the company deems reasonable in the circumstances so as to be able to avail itself of the proceeds of the Offering in an expeditious manner.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the Ubique Minerals solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

About Ubique Minerals Limited

Ubique Minerals Limited is an exploration company listed on the CSE (CSE:UBQ) focused on exploration of its Daniel's Harbour zinc property in Newfoundland and is actively looking at other projects around the world. Ubique became a publicly listed company in September 2018. Ubique has an experienced management group with a record of multiple discoveries of deposits worldwide and owns an extensive and exclusive database of historic exploration results from the Daniel's Harbour area.

For more information on Ubique please contact see or contact [email protected] | +354 869 7296

Forward-Looking Information: This press release includes forward-looking information within the meaning of Canadian securities legislation, including with respect to the business and trading in the common stock of Ubique Minerals Limited., the closing of the private placement, the exercise of the warrants, the enlargement of Ubique's share capital, the use of proceeds, and the future development of the business. The forward-looking information is based on certain key expectations and assumptions made by the company's management. Although the company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information and Ubique can give no assurance that they will prove to be correct. These forward-looking statements are made as of the date of this press release and Ubique disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.

Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

SOURCE: Ubique Minerals Limited

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