/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, July 5, 2023
/CNW/ - SKRR Exploration Inc. (TSXV: SKRR) (FSE:
B04Q) ("SKRR" or the "Company") announces that,
further to its news release of June 6,
2023, the Company will complete a consolidation of the
issued and outstanding common shares immediately prior to the
closing of the Offering (as defined below) on the basis of
five (5) existing common shares for one (1) post-consolidation
common share (the "Consolidation").
Effective at the opening of the market on Monday, July 10, 2023, the Company's common
shares will trade on the TSX Venture Exchange (the
"Exchange") on a consolidated basis (with new CUSIP number
78446Q209 and new ISIN number CA78446Q2099). The Company's name and
trading symbols will remain unchanged.
Shareholders who hold their shares in brokerage accounts or in
"street name" are not required to take any action to effect an
exchange of their shares. Registered shareholders will receive a
letter of transmittal from Computershare Investor Services Inc.,
the Company's transfer agent. The letter of transmittal will
contain instructions on how registered shareholders can exchange
their share certificates representing pre-consolidation shares for
new certificates representing post-consolidation shares. Until
surrendered, each share certificate representing pre-consolidation
shares will represent the number of whole post-consolidation shares
to which the holder is entitled as a result of the
consolidation.
The Consolidation will reduce the issued and outstanding common
shares of the Company from 76,276,702 to 15,255,340 common shares.
Upon completion of the Consolidation and the Offering, 15,710,340
common shares of the Company will be issued and outstanding. The
exercise or conversion price of warrants and stock options and the
number of common shares issuable thereunder will also be
proportionately adjusted pursuant to the Consolidation. The number
of post-Consolidated common shares received will be rounded up to
the nearest whole number for fractions of 0.5 or greater and
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 and
approved by the Exchange.
Private Placement
After the Consolidation, the Company will close a non-brokered
private placement (the "Offering") for aggregate gross
proceeds of $105,000, consisting of
280,000 flow-through units of the Company (each, a "FT
Unit") at a price of $0.25 per FT
Unit and 175,000 units of the Company (each, a "Unit") at a
price of $0.20 per Unit.
Each Unit consists of one common share of the Company ("Unit
Share") and one common share purchase warrant
("Warrant"). Each FT Unit consists of one common share of
the Company to be issued as a "flow-through share" within the
meaning of the Income Tax Act (Canada) (a "FT Share") and one Warrant.
Each Warrant entitles the holder thereof to purchase one common
share of the Company (a "Warrant Share") at a
post-Consolidation price of $0.30 at
any time on or before the date which is 36 months following the
closing of the Offering.
Additional details regarding the Offering will be provided in a
subsequent news release upon the closing of the Offering. The
closing of the Offering is subject to the final approval of the
Exchange.
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 relating to the
Consolidation and the Offering, the intended use of proceeds of the
Offering 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.