Churchill Resources Inc. (“
Churchill” or the
“
Company”) (
TSXV: CRI) is pleased
to announce that it has entered into an agreement with Red Cloud
Securities Inc. (“
Red Cloud”) to act as lead agent
and sole bookrunner on behalf of a syndicate of agents that
includes Canaccord Genuity Corp. (collectively, the
“
Agents”) in connection with a best efforts,
private placement (the “
Offering”) for gross
proceeds of up to C$2,500,000 from the sale of any combination of
the following:
- units of the Company (each, a
“Unit”) at a price of C$0.32 per Unit, subject to
the minimum sale of 1,562,500 Units for gross proceeds of C$500,000
from the sale of Units; and
- flow-through units of the Company
(each, a “FT Unit”) at a price of C$0.35 per FT
Unit.
The Units and FT Units shall collectively be
referred to as the “Offered Securities”. Each Unit
will consist of one common share of the Company (each, a
“Unit Share”) and one half of one common share
purchase warrant (each whole warrant, a
“Warrant”). Each FT Unit will consist of one
common share of the Company to be issued as a “flow-through share”
within the meaning of the Income Tax Act (Canada) (each, a
“FT Share”) and one half of one Warrant. Each
Warrant shall entitle the holder to purchase one common share of
the Company (each, a “Warrant Share”) at a price
of C$0.48 at any time on or before that date which is 24 months
after the closing date of the Offering. If the closing price of the
Company’s common shares on the TSX Venture Exchange (the
“TSXV”) is equal to or greater than C$0.75 for a
period of ten consecutive trading days, the Company will have the
right to accelerate the expiry date of the Warrants such that the
Warrants shall expire on the date which is 30 calendar days
following the date a press release is issued by the Company
announcing the accelerated expiration date of the Warrants.
The Agents will have an option, exercisable in
full or in part up to 48 hours prior to the closing of the
Offering, to sell up to an additional C$500,000 in any combination
of Offered Securities at the offering prices.
The Company intends to use the proceeds of the
Offering for the exploration of the Company’s key nickel projects
and for general working capital purposes. The gross proceeds from
the issuance of the 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,
2022 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.
The Offering is scheduled to close on or around
March 31, 2022 and is subject to certain conditions including, but
not limited to, the receipt of all necessary approvals including
the approval of the TSXV. The Unit Shares, FT Shares and Warrant
Shares will have a hold period of four months and one day from the
closing date of the Offering.
The securities offered have not been, and will
not be, registered under the United States Securities Act of 1933,
as amended (the "U.S. Securities Act") or any U.S.
state securities laws, and may not be offered or sold in the United
States or to, or for the account or benefit of, United States
persons absent registration or an applicable exemption from the
registration requirements of the U.S. Securities Act and applicable
U.S. state securities laws. This press release does not constitute
an offer to sell or the solicitation of an offer to buy securities
in the United States, nor in any other jurisdiction.
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-CuCo 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 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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