Churchill Resources Inc. (“
Churchill” or the
“
Company”) (
TSXV: CRI) is pleased
to announce a non-brokered private placement of up to 3,750,000
flow-through common shares of the Company to be sold to charitable
buyers (the “
Charity FT Shares”)
at a price of C$0.40 per Charity FT Share for gross proceeds to the
Company of up to C$1,500,000 (the “
Offering”).
Subject to demand, the Company may elect to sell an additional
1,250,000 Charity FT Shares to raise an additional C$500,000 under
the Offering. Red Cloud Securities Inc. is acting as a finder in
connection with the Offering.
The Company intends to use the gross proceeds of
the Offering for the exploration of the Company’s key projects,
which may include its Taylor Brook Project in Newfoundland, its
Pelly Bay Project in Nunavut, White River Project in Ontario and
its recently optioned Florence Lake Project in Labrador.
The gross proceeds from the issuance of the
Charity FT Shares will be used for “Canadian Exploration Expenses”
(within the meaning of the Income Tax Act (Canada)) (the
“Qualifying Expenditures”), which will be
renounced with an effective date no later than December 31, 2021 to
the purchasers of the Charity FT Shares in an aggregate amount not
less than the gross proceeds raised from the issue of the Charity
FT Shares. If the Qualifying Expenditures are reduced by the Canada
Revenue Agency, the Company will indemnify each subscriber of
Charity FT Shares for any additional taxes payable by such
subscriber as a result of the Company’s failure to renounce the
Qualifying Expenditures.
The closing of the Offering is expected to occur
on or about August 25, 2021 and is subject to receipt of all
necessary regulatory approvals including the TSX Venture Exchange.
Finder’s fees will be payable and finder warrants will be issuable
to eligible finders in connection wit the Offering in accordance
with the policies of the TSX Venture Exchange. The Charity FT
Shares and any common shares of the Company that are issuable from
any finder’s warrants will be subject to a hold period of four
months and one day in accordance with applicable securities
laws.
About Churchill Resources
Inc.
Churchill is managed by career mining industry
professionals which currently holds four exploration projects,
namely Taylor Brook and Florence Lake in Newfoundland, Pelly Bay in
Nunavut and White River in Ontario. All four projects are at the
evaluation stage, with known mineralized Ni-Cu-Co showings at
Taylor Brook and Pelly Bay, and diamondiferous kimberlitic
intrusives at White River and Pelly Bay. The primary focus of
Churchill is on the continued exploration and development of the
Taylor Brook and Florence Lake Project.
Further Information
For further information regarding Churchill,
please contact:
Churchill Resources Inc. Paul Sobie, Chief
Executive Officer Tel. 416.365.0930 (o)
647.988.0930 (m)
Cautionary Note Regarding Forward Looking
Information
This news release contains "forward-looking
information" and "forward-looking statements" (collectively,
"forward-looking statements") within the meaning
of the applicable Canadian securities legislation. All statements,
other than statements of historical fact, are forward-looking
statements and are based on expectations, estimates and projections
as at the date of this news release. Any statement that involves
discussions with respect to predictions, expectations, beliefs,
plans, projections, objectives, assumptions, future events or
performance (often but not always using phrases such as "expects",
or "does not expect", "is expected", "anticipates" or "does not
anticipate", "plans", “proposed”, "budget", "scheduled",
"forecasts", "estimates", "believes" or "intends" or variations of
such words and phrases or stating that certain actions, events or
results "may" or "could", "would", "might" or "will" be taken to
occur or be achieved) are not statements of historical fact and may
be forward-looking statements. In this news release,
forward-looking statements relate to, among other things, the
completion of the Offering, including receipt of all necessary
regulatory approvals, the Company’s objectives, goals and
exploration activities conducted and proposed to be conducted at
the Company’s properties; future growth potential of the Company,
including whether any proposed exploration programs at any of the
Company’s properties will be successful; exploration results; and
future exploration plans and costs and financing availability.
These forward-looking statements are based on
reasonable assumptions and estimates of management of the Company
at the time such statements were made. Actual future results may
differ materially as forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of the Company to
materially differ from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Such factors, among other things, include: the expected
benefits to the Company relating to the exploration conducted and
proposed to be conducted at the Company’s properties; the receipt
of all applicable regulatory approvals for the Offering; the
completion of the Offering on the terms described herein, or at
all; failure to identify any mineral resources or significant
mineralization; the preliminary nature of metallurgical test
results; uncertainties relating to the availability and costs of
financing needed in the future, including to fund any exploration
programs on the Company’s properties; fluctuations in general
macroeconomic conditions; fluctuations in securities markets;
fluctuations in spot and forward prices of gold, silver, base
metals or certain other commodities; fluctuations in currency
markets (such as the Canadian dollar to United States dollar
exchange rate); change in national and local government,
legislation, taxation, controls, regulations and political or
economic developments; risks and hazards associated with the
business of mineral exploration, development and mining (including
environmental hazards, industrial accidents, unusual or unexpected
formations pressures, cave-ins and flooding); inability to obtain
adequate insurance to cover risks and hazards; the presence of laws
and regulations that may impose restrictions on mining and mineral
exploration; employee relations; relationships with and claims by
local communities and indigenous populations; availability of
increasing costs associated with mining inputs and labour; the
speculative nature of mineral exploration and development
(including the risks of obtaining necessary licenses, permits and
approvals from government authorities); the unlikelihood that
properties that are explored are ultimately developed into
producing mines; geological factors; actual results of current and
future exploration; changes in project parameters as plans continue
to be evaluated; soil sampling results being preliminary in nature
and are not conclusive evidence of the likelihood of a mineral
deposit; title to properties; and those factors described in the
most recently filed management’s discussion and analysis of the
Company. Although the forward-looking statements contained in this
news release are based upon what management of the Company
believes, or believed at the time, to be reasonable assumptions,
the Company cannot assure shareholders that actual results will be
consistent with such forward-looking statements, as there may be
other factors that cause results not to be as anticipated,
estimated or intended. Accordingly, readers should not place undue
reliance on forward-looking statements and information. There can
be no assurance that forward-looking information, or the material
factors or assumptions used to develop such forward-looking
information, will prove to be accurate. The Company does not
undertake to release publicly any revisions for updating any
voluntary forward-looking statements, except as required by
applicable securities 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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