Churchill Resources Inc. (“
Churchill” or the
“
Company”) (
TSXV: CRI) is pleased
to announce that it has completed its previously announced brokered
private placement consisting of the sale of units (the
“
Units”) and flow-through units (the “
FT
Units”, and together with the Units, the “
Offered
Securities”), for aggregate gross proceeds of C$4,000,000
(the “
Offering”). The Offering was led by Red
Cloud Securities Inc. and included Canaccord Genuity Corp. (the
“
Agents”). Due to strong investor demand, the
Offering was upsized from its original gross proceeds of
C$2,500,000 and included the full exercise of the Agents’
over-allotment option.
Paul Sobie, CEO of Churchill stated, “We were
very pleased at the high interest level in this financing and with
it closing, the Company is now set up for comprehensive nickel
exploration programs at both Taylor Brook in Western Newfoundland,
and Florence Lake in East-central Labrador, for the coming
year.”
Under the Offering, the Company sold 4,687,500
Units at a price of C$0.32 per Unit and 7,142,857 FT Units at a
price of C$0.35 per FT Unit. Each Unit was comprised of one common
share in the capital of the Company (each, a “Common
Share”) and one-half of one Common Share purchase warrant
(each whole warrant, a “Warrant”). Each FT Unit
was comprised of one Common Share (an “FT Share”)
issued as a “flow-through share” within the meaning of the Income
Tax Act (Canada) and one-half of one Warrant. Each Warrant entitles
the holder to purchase one Common Share (a “Warrant
Share”) at a price of C$0.48 at any time on or before
March 31, 2024. If the closing price of the Common Shares on the
TSX Venture Exchange (the “TSXV”) is equal to or
greater than C$0.75 for a period of 10 consecutive trading days,
the Company will have the right to accelerate the expiry date of
the Warrants to a date which is 30 calendar days following the date
a press release is issued by the Company announcing the accelerated
expiration date of the Warrants. The Warrants were issued pursuant
to a warrant indenture dated March 31, 2022 between Churchill and
TSX Trust Company, as warrant agent.
The gross proceeds from the sale of the FT
Shares comprising the FT Units are expected to be used by the
Company to incur exploration expenditures on its nickel properties
in Newfoundland (the “Qualifying Expenditures”) by
December 31, 2023. The Qualifying Expenditures will be renounced to
subscribers of FT Units with an effective date of no later than
December 31, 2022. The net proceeds from the sale of the Units are
expected to be used for working capital and general corporate
purposes.
As consideration for their services, the Agents
received a commission of 7.0% of the gross proceeds of the Offering
paid through the delivery of 874,999 Units as well as 828,124
broker warrants (“Broker Warrants”). Each Broker
Warrant entitles the holder to purchase one Common Share at a price
of C$0.32 until March 31, 2024.
All securities issued pursuant to the Offering,
including any underlying securities, are subject to a statutory
four-month and one day hold period in accordance with applicable
Canadian securities laws. The Offering remains subject to the final
approval of the TSXV.
About Churchill Resources Inc.
Churchill is managed by career mining industry
professionals and currently holds four exploration projects, namely
Taylor Brook in Newfoundland, Florence Lake in Labrador, Pelly Bay
in Nunavut and White River in Ontario. All projects are at the
evaluation stage, with known mineralized Ni-Cu-Co showings at
Taylor Brook, Florence Lake and Pelly Bay, and diamondiferous
kimberlitic intrusives at White River and Pelly Bay. The primary
focus of Churchill is on the continued exploration and development
of the Taylor Brook and Florence Lake Nickel Projects.
Further Information
For further information regarding Churchill, please contact:
Paul Sobie, Chief Executive OfficerTel. +1 416.365.0930 (o)
/ +1 647.988.0930
(m)Email: psobie@churchillresources.com
Alec Rowlands, Corporate ConsultantTel. +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 Offering, the proposed use of proceeds
from the Offering, 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.
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; failure to
identify any additional 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; business integration risks;
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; ongoing
uncertainties relating to the COVID-19 pandemic; 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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