TORONTO, July 03, 2020 (GLOBE NEWSWIRE) — CR Capital Corp. (TSX-V / CIT) (“CR Capital” or the “Company“) wishes to announce an increase in the size of the proposed non-brokered private placement of a combination of flow-through units (“FT Units”) and hard-dollar units (“HD Units”) (the “Offering”) announced in the Company’s July 2, 2020 news release. The Offering will consist of the sale of up to $500,000 worth of HD Units offered at C$0.08 per HD Unit, as announced on July 2, 2020, and will also include an additional flow-through component consisting of the sale of up to $200,000 worth of FT Units offered at C$0.10 per FT Unit. The Company will have the option to further increase the size of the flow-through component of the Offering by up to an additional $300,000 worth of FT Units.
Each FT Unit will be comprised of one (1) common share of the Company that qualifies as a “flow-through common share” (a “FT Share”), and one-half of one (0.5) common share purchase warrant (each whole warrant, a “FT Warrant”), with each FT Warrant entitling the holder thereof to acquire one additional common share of the Company at a price of $0.125 for a period of eighteen (18) months following the closing of the Offering. Each HD Unit will be comprised of one (1) common share of the Company and one (1) common share purchase warrant (each a “Warrant”), with each Warrant entitling the holder thereof to acquire one additional common share of the Company at a price of $0.10 for a period of eighteen (18) months following the closing of the Offering.
The proceeds from the sale of the HD Units will be used for exploration and general working capital purposes. The proceeds from the issuance of the FT Units will be used for “Canadian exploration expenses” and will qualify as “flow-through mining expenditures” (the “Qualifying Expenditures“), as defined in subsection 127(9) of the Income Tax Act (Canada). The Company intends to renounce the Qualifying Expenditures to subscribers of FT Units for the fiscal year ended December 31, 2020.
The Offering is still expected to close on or about July 14, 2020 and is subject to receipt of all necessary regulatory approvals, including approval of the TSX Venture Exchange. The securities issued pursuant to the Offering will be subject to a statutory hold period of four months and one day in accordance with applicable securities laws.
It is anticipated that certain insiders of the Company will participate in the Offering and their participation will be considered a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101“). The transaction is exempt from the formal valuation and minority shareholder approval requirements under MI 61-101 on the basis that the Company is not an issuer listed on a “specified market” and the Offering with related parties constitutes the distribution of securities of the Company for cash consideration of less than $2.5 million. Neither the Company nor, to the knowledge of the Company after reasonable inquiry, the related parties, has knowledge of any material information concerning the Company or its securities that has not been generally disclosed.
The Offering will be exempt from prospectus and registration requirements of applicable securities laws. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
For further information, please contact:
Mr. Brian Howlett, CPA, CMA
President & CEO
CR Capital Corp.
Cell: 647-227-3035