/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, Sept. 11,
2024 /CNW/ - Culico Metals Inc. (TSXV: CLCO)
("Culico", or the "Corporation"), a TSXV Sandbox
issuer, is pleased to announce that it has launched a non-brokered
private placement (the "Offering") of up to 25,000,000
common shares of the Corporation (the "Common Shares") at a
price of C$0.064 per Common Share for
aggregate gross proceeds of up to C$1.6
million.
The Corporation intends to use the net proceeds of the Offering
to pay for due diligence and other costs relating to potential
transactions it is considering and for general corporate
purposes.
The Offering is scheduled to close on or about September 24, 2024, or such other date as the
Corporation may determine and is subject to satisfaction of certain
conditions including, but not limited to, the receipt of all
necessary regulatory and other approvals including that of the TSX
Venture Exchange (the "TSXV"). The Common Shares issued
pursuant to the Offering will be subject to a four-month plus one
day hold period commencing on the day of the closing of the
Offering under applicable Canadian securities laws.
Certain officers and directors of the Corporation are expected
to subscribe for Common Shares under the Offering on the same terms
as arm's length investors. The participation of such directors and
officers in the Offering will constitute a "related party
transaction" for the purposes of Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special
Transactions ("MI 61-101"). The Corporation intends to
rely on exemptions from the requirements to obtain a formal
valuation and minority shareholder approval in connection with the
Offering in reliance on sections 5.5(a) and 5.7(1)(a),
respectively, of MI 61-101, as the fair market value of the
transaction, insofar as it involves interested parties, is not
expected to exceed 25% of the Corporation's market capitalization.
The Corporation will not be able to file a material change report
containing all of the disclosure required by MI 61-101 more than 21
days before the expected closing date of the Offering as the
aforementioned insider participation has not been confirmed and the
Corporation wishes to close the Offering as expeditiously as
possible.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities described
herein in the United States. The
securities 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 state securities laws and, accordingly,
may not be offered or sold within the
United States except in compliance with the registration
requirements of the U.S. Securities Act and applicable state
securities laws, unless an exemption from such registration is
available.
About Culico Metals Inc.
Culico is a company focused on creating value in the mineral
exploration, development and production sector. Culico's current
assets include a 1% lithium royalty on certain mining interests
held by Kali Metals Limited (ASX:KM1) and the right to receive a
deferred consideration payment due to the on-sale of the Dumont
project. The Dumont project is a large-scale nickel deposit located
25 km west of the town of Amos in
the established Abitibi mining camp in the mining-friendly Canadian
province of Québec. Culico holds an interest in the net proceeds
from a future sale or other monetization event involving the Dumont
project.
Cautionary Note Regarding Forward-looking Statements
This news release contains certain "forward-looking
statements" under applicable Canadian securities laws concerning
the business, operations and financial performance and condition of
Culico. Except for statements of historical fact relating to
Culico, all statements included herein are forward-looking
statements. The words "believe", "expect", "strategy", "target",
"plan", "scheduled", "commitment", "opportunities", "guidance",
"project", "continue", "on track", "estimate", "growth",
"forecast", "potential", "future", "extend", "planned", "will",
"could", "would", "should", "may" and similar expressions typically
identify forward-looking statements. In particular, this news
release contains forward-looking statements including, without
limitation, information and statements regarding: the timing and
completion of the Offering; the anticipated closing date of the
Offering, the ability to obtain all necessary regulatory approvals,
including the approval of the TSXV; and the business and operations
of Culico.
Forward-looking statements are necessarily based on the
opinions and estimates of management at the date the statements are
made and are based on a number of assumptions and subject to a
variety of risks and uncertainties and other factors that could
cause actual events or results to differ materially from those
projected in the forward-looking statements. Many of these
assumptions are based on factors and events that are not within the
control of Culico and there is no assurance they will prove to be
correct.
These factors are discussed in greater detail in Culico's
TSXV Form 2B – Listing Application, filed under the
Corporation's issuer profile on SEDAR+, which also provides
additional general assumptions in connection with these statements.
Culico cautions that the foregoing list of important factors is not
exhaustive. Investors and others who base themselves on
forward-looking statements should carefully consider the above
factors as well as the uncertainties they represent and the risk
they entail.
Although Culico has attempted to identify important factors
that could cause actual actions, events or results to differ
materially from those described in forward-looking statements,
there may be other factors that cause actions, events or results
not to be anticipated, estimated or intended. There can be no
assurance that forward-looking statements will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such statements. Culico
undertakes no obligation to update forward-looking statements if
circumstances or management's estimates or opinions should change
except as required by applicable securities laws. The reader is
cautioned not to place undue reliance on forward-looking
statements. Comparative market information is as of a date prior to
the date of this document. Further, the forward-looking statements
included herein speak only as of the date of this news
release.
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.
No stock exchange, securities commission or other regulatory
authority has approved or disapproved the information contained
herein.
Investors are advised that the Corporation has been listed on
TSXV as a TSXV Sandbox Listing as the Corporation did not meet all
TSXV's listing requirements at the time of listing.
Investors are advised to read the Corporation's news release
dated August 14, 2024 to review all
waivers granted in connection with the Corporation's listing,
details on the listing conditions imposed on the Corporation, the
exit conditions the Corporation must meet in order to exit TSXV
Sandbox, and any consequences if the Corporation does not meet
these exit conditions. There can be no assurance that
the Corporation will meet all the Exit Conditions. For details on
TSXV Sandbox, please visit
(https://www.tsx.com/en/listings/tsx-and-tsxv-issuer-resources/tsx-venture-exchange-issuer-resources/tsxv-sandbox).
SOURCE Culico Metals Inc.
