Churchill Resources Inc. (“
Churchill” or the
“
Company”) (
TSXV: CRI) is pleased
to announce the closing of a non-brokered private placement
consisting of the sale of 2,403,257 flow-through units of the
Company (each, a “
FT Unit”) at a price of C$0.31
per FT Unit for aggregate gross proceeds of approximately $745,000
(the “
Offering”).
Each FT Unit consisted of one common share of
the Company issued as a “flow-through share” within the meaning of
the Income Tax Act (Canada) (each, a “FT Share”)
and one half of one common share purchase warrant (each whole
warrant, a “Warrant”). Each Warrant will entitle
the holder thereof to purchase one common share of the Company
(each, a “Warrant Share”) at a price of C$0.42 for
a period of 24 months following the closing date of the
Offering.
The Company intends to use the gross proceeds
from the issuance of the FT Shares for “Canadian Exploration
Expenses” (within the meaning of the Income Tax Act (Canada)) (the
“Qualifying Expenditures”) on its key projects in
Canada, which will be renounced with an effective date no later
than December 31, 2021 to the purchasers of the FT Units in an
aggregate amount not less than the gross proceeds raised from the
issue of the FT Shares. If the Qualifying Expenditures are reduced
by the Canada Revenue Agency, the Company will indemnify each
subscriber of FT Units for any additional taxes payable by such
subscriber as a result of the Company’s failure to renounce the
Qualifying Expenditures.
Red Cloud Securities Inc. acted as a finder in
connection with the Offering. Pursuant to the Offering, the Company
paid total cash finder’s fees of C$50,750 and issued to Red Cloud
163,712 finder warrants of the Company (the “Finder’s
Warrants”). Each Finder’s Warrant is exercisable to
acquire one common share of the Company at a price of C$0.28 at any
time on or before December 30, 2023.
The securities issued pursuant to the Offering
(including the Finder’s Warrants) are subject to a hold period of
four months and one day following the closing date of the Offering
in accordance with applicable securities laws.
Mr. Paul Sobie, President and Chief Executive
Officer of the Company acquired 64,517 FT Units in connection wit
the Offering. Participation by Mr. Sobie in the Offering was
considered a “related party transaction” pursuant to Multilateral
Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions (“MI 61-101”). The Company
was exempt from the requirements to obtain a formal valuation or
minority shareholder approval in connection with the participation
of Mr. Sobie in the Offering in reliance of sections 5.5(a) and
5.7(1)(a) of MI 61-101. A material change report will be filed in
connection with the participation of Mr. Sobie in the Offering less
than 21 days in advance of the closing of the Offering, which the
Company deemed reasonable in the circumstances so as to be able to
avail itself of potential financing opportunities and complete the
Offering in an expeditious manner.
About Churchill Resources Inc.
Churchill is managed by career mining industry
professionals and currently holds four exploration projects, namely
Taylor Brook in Newfoundland, Florence Lake in Labrador, Pelly Bay
in Nunavut and White River in Ontario. All projects are at the
evaluation stage, with known mineralized Ni-Cu-Co showings at
Taylor Brook, Florence Lake 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 Nickel Projects.
Further Information
For further information regarding Churchill, please contact:
Churchill
Resources Inc. |
Paul Sobie, Chief Executive Officer |
Tel. |
+1
416.365.0930 (o) |
|
+1 647.988.0930 (m) |
Email |
psobie@churchillresources.com |
Alec Rowlands, Corporate Consultant Tel. +1 416.721.4732 (m)
Email arowlands@churchillresources.com
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 use of proceeds from the Offering, 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 TSX Venture Exchange
(“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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