/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, June 6, 2023
/CNW/ - SKRR Exploration Inc. (TSXV: SKRR) (FSE:
B04Q) ("SKRR" or the "Company") is pleased to
announce a non-brokered private placement (the "Offering")
for gross proceeds of up to C$1,000,000 and its intention to complete a
consolidation of the issued and outstanding common shares
immediately prior to the closing of the Offering on the basis of
five (5) existing common shares for one (1) post consolidation
common share (the "Consolidation"). The Offering will be
comprised of the sale of any combination of the following:
- units of the Company (each, a "Unit") at a
pre-Consolidation price of C$0.04 per
Unit and a post-Consolidation price of C$0.20 per Unit; and
- flow-through units of the Company (each, a "FT Unit",
and together with the Units, the "Offered Securities") at a
pre-Consolidation price of C$0.05 per
FT Unit and a post-Consolidation price of C$0.25 per FT Unit.
Red Cloud Securities Inc. will be acting as a finder for
the Company under the Offering.
Each Unit will consist of one common share of the Company (each,
a "Unit Share") and one common share purchase warrant (each,
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
Warrant. Each Warrant will entitle the holder thereof to purchase
one common share of the Company (each, a "Warrant Share") at
a pre-Consolidation price of C$0.06
(post-Consolidation price of C$0.30)
at any time on or before the date which is 36 months following the
closing of the Offering.
The Company intends to use the proceeds of the Offering for the
exploration of the Company's projects in Saskatchewan 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, 2023 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 closing of the Offering is subject to receipt of all
necessary regulatory approvals including the TSX Venture Exchange
(the "TSXV"). Finder's fees will be payable in accordance
with the policies of the TSXV. The Unit Shares, FT Shares, Warrant
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 following the closing date of the Offering in
accordance with applicable securities laws.
Consolidation
This Consolidation will reduce the issued and outstanding common
shares of the Company from 76,276,702 to approximately 15,255,340
common shares, assuming no other change in the issued capital of
the Company and prior to the completion of the Offering. The
exercise or conversion price of warrants and stock options and the
number of common shares issuable thereunder will also be
proportionately adjusted upon the completion of the Consolidation.
The number of post-consolidated common shares to be received will
be rounded up to the nearest whole number for fractions of 0.5 or
greater or rounded down to the nearest whole number for fractions
of less than 0.5.
Pursuant to the provisions of the Business Corporations Act
(British Columbia) and the
Articles of the Company, the Consolidation was approved by way of
resolutions passed by the board of directors of the Company but
remains subject the approval of the TSXV.
The Company will apply to the TSXV for approval of the
Consolidation. The Company's common shares will commence trading on
a post-consolidated basis on a date to be determined in
consultation with the TSXV, which date will be announced in a
subsequent news release once confirmed. The Company's name and
trading symbols will remain unchanged.
The board of directors and management believe that the share
consolidation is necessary to provide the Company with a share
structure that will better attract capital financing and that will
provide for future growth opportunities.
The Company intends to close the Offering immediately after the
Consolidation.
About SKRR Exploration
Inc.
SKRR is a Canadian-based precious and base metal explorer with
properties in British Columbia and
Saskatchewan – some of the world's
highest ranked mining jurisdictions. The primary exploration focus
is on the Trans-Hudson Corridor in Saskatchewan in search of world class precious
and base metal deposits. The Trans-Hudson Orogen – although
extremely well known in geological terms has been significantly
under-explored in Saskatchewan.
SKRR is committed to all stakeholders including shareholders, all
its partners and the environment in which it operates.
ON BEHALF OF THE BOARD
Sherman Dahl
President & CEO
Tel: 250-558-8340
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
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.
Forward-Looking
Information
This news release contains "forward–looking information or
statements" within the meaning of applicable securities laws, which
may include, without limitation, statements that address the
Offering, expected use of proceeds, the Consolidation and other
statements relating to the technical, financial and business
prospects of the Company, its projects and other matters. All
statements in this news release, other than statements of
historical facts, that address events or developments that the
Company expects to occur, are forward-looking statements. Although
the Company believes the expectations expressed in such
forward-looking statements are based on reasonable assumptions,
such statements are not guarantees of future performance and actual
results may differ materially from those in the forward-looking
statements. Such statements and information are based on numerous
assumptions regarding present and future business strategies and
the environment in which the Company will operate in the future,
including the price of metals, the ability to achieve its goals,
the ability to secure equipment and personnel to carry out work
programs, that general business and economic conditions will not
change in a material adverse manner, that financing will be
available if and when needed and on reasonable terms. Such
forward-looking information reflects the Company's views with
respect to future events and is subject to risks, uncertainties and
assumptions, including the risks and uncertainties relating to the
interpretation of exploration results, risks related to the
inherent uncertainty of exploration and cost estimates and the
potential for unexpected costs and expenses and those other risks
filed under the Company's profile on SEDAR at www.sedar.com. There
is a possibility that future exploration, development or mining
results will not be consistent with the Company's expectations.
Factors that could cause actual results to differ materially from
those in forward looking statements include, but are not limited
to, continued availability of capital and financing and general
economic, market or business conditions, failure to secure
personnel and equipment for work programs, adverse weather and
climate conditions, failure to maintain all necessary government
permits, approvals and authorizations, the impact of Covid-19 or
other viruses and diseases on the Company's ability to operate,
decrease in the price of gold, copper, nickel, uranium and other
metals, failure to maintain community acceptance (including First
Nations), increase in costs, litigation, and failure of
counterparties to perform their contractual obligations. The
Company does not undertake to update forward–looking statements or
forward–looking information, except as required by law.
SOURCE SKRR EXPLORATION INC.