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TORONTO, July 28, 2020 /CNW/ - Central Timmins
Exploration Corp. ("CTEC" or the "Company") (TSXV: CTEC)
reports that it has closed the non-brokered private placement (the
"Private Placement") (see news releases dated July 14, 2020 and July 17,
2020) for gross proceeds of $3.5
million.
In closing the Private Placement, the Company issued 4.6 million
non-flow-through units (the "Units") of the Company at a price of
$0.50 per Unit for gross proceeds of
$2.3 million and 2.0 million
flow-through common shares (the "FT Shares") in the capital of the
Company at a price of $0.60 per FT
Share for gross proceeds of $1.2
million.
Each Unit consists of one non-flow-through common share in the
capital of the Company and one non-flow-through common share
purchase warrant (a "Warrant"). Each Warrant entitles the
holder to purchase one additional non-flow-through common share in
the capital of the Company at an exercise price of $0.75 per common share for a period of two years
from the date of issue (the "Expiry Time"), provided that, if after
four months from the date of issue, the closing price of the common
shares of the Company on the Exchange is equal to or greater than
$1.25 for a period of 10 consecutive
trading days at any time prior to the Expiry Time, the Company will
have the right to accelerate the Expiry Time of the Warrants by
giving notice to the holders of the Warrants by news release or
other form of notice permitted by the certificate representing the
Warrants that the Warrants will expire at 4:30 p.m. (Vancouver time) on a date that is not less
than 15 days from the date notice is given.
The gross proceeds of the offering of FT Shares will be used to
fund exploration expenditures on the Silver Reef Property (see
News Release of June 11, 2020),
BAM Property (see News Release of July 2, 2020), Todd Creek
Property (see News Release of July 9,
2020) and other Canadian Exploration Expenses that will
qualify as "flow through mining expenditures" as defined in
subsection 127(9) of the Income Tax Act (Canada), and "BC flow-through mining
expenditures", as defined in the Income Tax Act (British Columbia). The proceeds of the
offering of Units will be used to fund exploration expenditures and
for general corporate purposes.
Private Placement
In connection with the Private Placement, the Company paid
finder's fees of $96,975 to Dundee
Goodman Merchant Partners, Haywood Securities Inc., Odlum Brown
Limited, Canaccord Genuity Corp. and Richardson GMP Ltd.,
representing 6% of the proceeds raised from subscriptions by
certain placees. The Offering is subject to final TSX Venture
Exchange approval, and all securities issued pursuant to the
Private Placement will be subject to a four-month hold
period. The securities offered pursuant to the Private
Placement have not been and will not be registered under the United
States Securities Act of 1933, as amended, and may not be offered
or sold in the United States
absent registration or an applicable exemption from the
registration requirements of such Act.
Insiders of the Company purchased 270,000 Units and 448,748 FT
Shares. The issuance of Units and Flow-Through Shares to
insiders is considered a related party transaction subject to
Multilateral Instrument 61-101 - Protection of Minority Security
Holders in Special Transactions. The Company relied on
exemptions from the formal valuation and minority shareholder
approval requirements provided under sections 5.5(a) and 5.7(a) of
Multilateral Instrument 61-101 on the basis that the participation
in the private placement by the insiders did not exceed 25% of the
fair market value of the Company's market capitalization.
About Central Timmins Exploration Corp.
CTEC is an early-stage Canadian junior exploration company
focused on precious metals exploration and development.
Forward Looking Information
This press release contains "forward-looking information" within
the meaning of applicable securities laws that is intended to be
covered by the safe harbours created by those laws.
"Forward-looking information" includes statements that use
forward-looking terminology such as "may", "will", "expect",
"anticipate", "believe", "continue", "potential" or the negative
thereof or other variations thereof or comparable terminology. Such
forward-looking information includes, without limitation,
information with respect to the Private Placement and the Company's
expectations, strategies and plans for the Silver Reef Property,
BAM Property and Todd Creek Property including the Company's
planned expenditures and exploration activities.
Forward-looking information is not a guarantee of future
performance and is based upon a number of estimates and assumptions
of management at the date the statements are made. Furthermore,
such forward-looking information involves a variety of known and
unknown risks, uncertainties and other factors which may cause the
actual plans, intentions, activities, results, performance or
achievements of the Company to be materially different from any
future plans, intentions, activities, results, performance or
achievements expressed or implied by such forward-looking
information. See "Risk Factors" in the Company's final prospectus
dated October 4, 2018 filed on SEDAR
at www.sedar.com for a discussion of these risks.
The Company cautions that there can be no assurance that
forward-looking information will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such information. Accordingly, investors should not
place undue reliance on forward-looking information.
Except as required by law, the Company does not assume any
obligation to release publicly any revisions to forward-looking
information contained in this press release to reflect events or
circumstances after the date hereof.
Neither the Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the Exchange) accepts
responsibility for the adequacy or accuracy of this release.
SOURCE Central Timmins Exploration Corp