Churchill Resources Inc. (“
Churchill” or the
“
Company”) (
TSXV: CRI) is pleased
to announce the closing of a non-brokered private placement
consisting of the sale of 4,634,170 flow-through units of the
Company (each, a “
FT Unit”) at a price of $0.15
per FT Unit for aggregate gross proceeds of approximately $695,000
(the “
Offering”).
Each FT Unit consisted of one common share of
the Company issued as a “flow-through share” within the meaning of
the Income Tax Act (Canada) (each, a “FT Share”)
and one-half (½) of one common share purchase warrant (each whole
warrant, a “Warrant”). Each Warrant will entitle
the holder thereof to purchase one common share of the Company
(each, a “Warrant Share”) at a price of $0.22 for
a period of 24 months following the closing date of the
Offering.
The Company intends to use the proceeds of the
Offering for the exploration of the Company’s key projects in
Newfoundland and Labrador. 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”), and that qualify for
the federal 30% Critical Mineral Exploration Tax Credit announced
in the federal budget on April 7, 2022, which will be renounced
with an effective date no later than December 31, 2022 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.
Red Cloud Securities Inc. acted as a finder in
connection with the Offering and received a cash finder’s fees of
$45,853.50 and 305,690 finder warrants of the Company (the
“Finder’s Warrants”). Each Finder’s Warrant is
exercisable to acquire one common share of the Company at a price
of $0.15 at any time on or before December 30, 2024.
The securities issued pursuant to the Offering
are subject to a statutory hold period of four months and one day
following the closing date in accordance with applicable securities
laws.
Mr. Paul Sobie, President and Chief Executive
Officer of the Company acquired 133,500 FT Units in connection with
the Offering. Following the completion of the Offering, Mr. Sobie
owns, directly or indirectly, approximately 3.9% of the issued and
outstanding common shares of the Company on a non-diluted basis.
Participation by Mr. Sobie in the Offering was considered a
“related party transaction” pursuant to Multilateral Instrument
61-101 – Protection of Minority Security Holders in Special
Transactions (“MI 61-101”). The Company was exempt
from the requirements to obtain a formal valuation or minority
shareholder approval in connection with the participation of Mr.
Sobie in the Offering in reliance of sections 5.5(a) and 5.7(1)(a)
of MI 61-101. A material change report will be filed in connection
with the participation of Mr. Sobie in the Offering less than 21
days in advance of the closing of the Offering, which the Company
deemed reasonable in the circumstances so as to be able to avail
itself of potential financing opportunities and complete the
Offering in an expeditious manner.
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 Nickel-Copper-Cobalt
showings at Taylor Brook, Florence Lake and Pelly Bay, and
significantly 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:
Churchill Resources Inc.Paul Sobie, Chief Executive OfficerTel.
+1 416.365.0930 (o) +1 647.988.0930
(m)Email psobie@churchillresources.com
Alec Rowlands, Corporate Consultant Tel. +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 use of proceeds from the Offering,
including receipt of all necessary regulatory approvals, 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 and
costs and financing availability.
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; the receipt
of all applicable regulatory approvals for the Offering; the
completion of the Offering on the terms described herein, or at
all; failure to identify any 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; 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; 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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