Further to its news release dated October 11, 2023, Churchill
Resources Inc. (“
Churchill” or the
“
Company”) (
TSXV: CRI) is pleased
to announce the closing of tranche one of its previously announced
non-brokered private placement (the “
Private
Placement”) consisting of the sale of 12,000,000 units of
the Company (“
Units”) at a price of $0.05 per Unit
for gross proceeds of $600,000. Each Unit was comprised of one
common share of Churchill (each, a “
Common Share”)
and one-half of one Common Share purchase warrant (each whole
warrant, a “
Warrant”). Each Warrant will entitle
the holder to acquire one Common Share at a price of $0.15 at any
time prior to the date which is two years following the completion
of the Private Placement.
The Company also announces the upsize of the
Private Placement by $100,000 to a total of up to $2,600,000. The
second and final tranche of the Private Placement is expected to
close in early November.
The Company intends to use the proceeds from the
Private Placement for exploration activities on the Company's key
projects located in Newfoundland and Labrador and general corporate
purposes. The securities issued pursuant to the closing of tranche
one of the Private Placement are subject to a statutory hold period
of four months and one day.
Mr. Paul Sobie, the Chief Executive Officer and
a director of Company purchased 2,000,000 Units pursuant to the
Private Placement. Participation by Mr. Sobie in the Private
Placement 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 Mr.
Sobie’s participation in the Private Placement in reliance of
sections 5.5(a) and 5.7(1)(a) of MI 61-101. A material change
report in connection with the participation of Mr. Sobie in the
Offering will be filed less than 21 days in advance of the closing
of the Private Placement, 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 Resources Inc. is a Canadian
exploration company focused on high grade, magmatic nickel
sulphides in Canada, principally at its prospective Taylor Brook
and Florence Lake properties in Newfoundland & Labrador. The
Churchill management team, board and its advisors have decades of
combined management experience in mineral exploration and in the
establishment of successful publicly listed mining companies, both
in Canada and around the world. Churchill’s Taylor Brook and
Florence Lake projects have the potential to benefit from the
province’s large and diversified minerals industry, which includes
world class nickel mines and processing facilities, and a
well-developed mineral exploration sector with locally based
drilling and geological expertise. The province was recently ranked
4th in the world for investment attractiveness by the Fraser
Institute in its 2022 annual survey of mining and exploration
companies.
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 Private Placement,
including receipt of all necessary regulatory approvals, the
proposed use of proceeds from the Private Placement, including the
new drill program at Taylor Brook, 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 Private Placement;
the completion of the Placement Private 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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