CR Capital Corp. Increases Previously Announced Private Placement to C$700,000
July 03 2020 - 3:17PM
CR Capital Corp. (
TSX-V / CIT) ("
CR
Capital" or the "
Company") wishes to
announce an increase in the size of the proposed non-brokered
private placement of a combination of flow-through units
(“
FT Units”) and hard-dollar units (“
HD
Units”) (the “
Offering”) announced in the
Company’s July 2, 2020 news release. The Offering will consist of
the sale of up to $500,000 worth of HD Units offered at C$0.08 per
HD Unit, as announced on July 2, 2020, and will also include an
additional flow-through component consisting of the sale of up to
$200,000 worth of FT Units offered at C$0.10 per FT Unit. The
Company will have the option to further increase the size of the
flow-through component of the Offering by up to an additional
$300,000 worth of FT Units.
Each FT Unit will be comprised of one (1) common
share of the Company that qualifies as a “flow-through common
share” (a “FT Share”), and one-half of one (0.5)
common share purchase warrant (each whole warrant, a “FT
Warrant”), with each FT Warrant entitling the holder
thereof to acquire one additional common share of the Company at a
price of $0.125 for a period of eighteen (18) months following the
closing of the Offering. Each HD Unit will be comprised of one (1)
common share of the Company and one (1) common share purchase
warrant (each a “Warrant”), with each Warrant
entitling the holder thereof to acquire one additional common share
of the Company at a price of $0.10 for a period of eighteen (18)
months following the closing of the Offering.
The proceeds from the sale of the HD Units will
be used for exploration and general working capital purposes. The
proceeds from the issuance of the FT Units will be used for
“Canadian exploration expenses” and will qualify as "flow-through
mining expenditures" (the "Qualifying
Expenditures"), as defined in subsection 127(9) of the
Income Tax Act (Canada). The Company intends to renounce the
Qualifying Expenditures to subscribers of FT Units for the fiscal
year ended December 31, 2020.
The Offering is still expected to close on or
about July 14, 2020 and is subject to receipt of all necessary
regulatory approvals, including approval of the TSX Venture
Exchange. The securities issued pursuant to the Offering will be
subject to a statutory hold period of four months and one day in
accordance with applicable securities laws.
It is anticipated that certain insiders of the
Company will participate in the Offering and their participation
will be considered a “related party transaction” as defined under
Multilateral Instrument 61-101 ("MI 61-101"). The
transaction is exempt from the formal valuation and minority
shareholder approval requirements under MI 61-101 on the basis that
the Company is not an issuer listed on a “specified market” and the
Offering with related parties constitutes the distribution of
securities of the Company for cash consideration of less than $2.5
million. Neither the Company nor, to the knowledge of the Company
after reasonable inquiry, the related parties, has knowledge of any
material information concerning the Company or its securities that
has not been generally disclosed.
The Offering will be exempt from prospectus and
registration requirements of applicable securities laws. The
securities being offered have not been, nor will they be,
registered under the United States Securities Act of 1933, as
amended, and may not be offered or sold in the United States or to,
or for the account or benefit of, U.S. persons absent registration
or an applicable exemption from the registration requirements. This
press release shall not constitute an offer to sell or the
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.
For further information, please contact:
Mr. Brian Howlett, CPA, CMAPresident & CEOCR
Capital Corp.Cell: 647-227-3035
CR Capital Corp. is engaged in the acquisition,
exploration and evaluation of properties for the mining of precious
and base metals.
Caution Regarding Forward-Looking
InformationThis news release contains forward-looking
information that involves substantial known and unknown risks and
uncertainties, most of which are beyond the control of CR Capital.
Forward-looking statements include estimates and statements that
describe CR Capital's future plans, objectives or goals, including
words to the effect that CR Capital or its 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 CR Capital, CR
Capital 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. Forward looking information in this news release
includes, but is not limited to, CR Capital's objectives, goals or
future plans, statements, details of the exploration results,
potential mineralization, CR Capital's portfolio, treasury,
management team and enhanced capital markets profile, the timing of
the Offering, the estimation of mineral resources, exploration and
mine development plans, timing of the commencement of operations
and estimates of market conditions. Factors that could cause
actual results to differ materially from such forward-looking
information include, but are not limited to, failure or inability
to complete the Offering, regulatory approval processes, failure to
identify mineral resources, delays in obtaining or failures to
obtain required governmental, regulatory, environmental or other
project approvals, political risks, inability to fulfill the duty
to accommodate First Nations and other indigenous peoples,
uncertainties relating to the availability and costs of financing
needed in the future, changes in equity markets, inflation, changes
in exchange rates, fluctuations in commodity prices, delays in the
development of projects, capital and operating costs varying
significantly from estimates and the other risks involved in the
mineral exploration and development industry, and those risks set
out in CR Capital's public documents filed on SEDAR. Although CR
Capital 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. CR Capital 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.
Neither the TSXV nor
its Regulation Services Provider (as that term is defined in the
policies of the TSXV) accepts responsibility for the adequacy or
accuracy of this news release.
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