NOT FOR DISSEMINATION OR DISTRIBUTION INTO THE UNITED STATES OR THROUGH UNITED STATES NEWSWIRE SERVICES
Vancouver, BC.: CMC Metals Ltd. (the “Company”) (TSX-V: CMB) is pleased to announce that, further to its April 7 and April 30, 2021 press releases, it has closed a non-brokered private placement (the “Offering”) comprising 4,812,500 flow-through units (each, a “FT Unit”) at a price of $0.16 per FT Unit, and 2,286,735 non-flow through units (each, a “NFT Unit”) at a price of $0.14 per NFT Unit. Gross proceeds from the Offering were $1,090,143.
Each FT Unit and each NFT Unit is comprised of one common share and one-half of one transferrable non-flow-through share purchase warrant (each whole Warrant, a “Warrant”). Each Warrant entitles the holder thereof to acquire one non- flow-through common share of the Company (a “Warrant Share”) at a price of $0.30 per Warrant Share, expiring on June 14, 2023.
Net proceeds from the Offering will be used to fund the Company’s exploration activities and for general corporate purposes. Proceeds from the sale of common shares comprising the FT Units will be used to incur “Canadian exploration expenses” and “flow through mining expenditures” as these terms are defined in the Income Tax Act (Canada).
Finders’ fees comprised of cash (the “Cash Fees”), and non-transferable warrants (the “Finder’s Warrants”), are payable in connection with the Offering, in compliance with the policies of the TSX Venture Exchange. A Cash Fee of $18,410 and 115,063 Finder’s Warrants are payable in connection with a portion of the Offering to Red Cloud Securities Inc. (“Red Cloud”), equal to 7% of gross proceeds and units received from subscribers located by Red Cloud. A Cash Fee of $11,797.98 and 84,271 Finder’s Warrants are payable in connection with a portion of the Offering to German Mining Networks GmbH (“German Mining”), equal to 6% of gross proceeds received from subscribers located by German Mining. The terms of the Finder’s Warrants will be the same as the Warrants.
All securities issued and sold under the Offering will be subject to a hold period expiring on October 15, 2021.
Kevin Brewer, President & CEO and an insider of the Company, has acquired 250,000 FT Units pursuant to the Offering. The foregoing transaction constitutes a “related party transaction” under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The related party transaction is exempt from the formal valuation requirements of section 5.4 of MI 61-101, pursuant to subsection 5.5(a) of MI 61-101. The related party transaction is also exempt from the minority approval requirements of section 5.6 of MI 61-101, pursuant to subsection 5.7(1)(a) of MI 61-101. A material change report was not filed more than 21 days prior to closing as contemplated by the related party transaction requirements under MI 61-101, as the insider participation was only recently confirmed.
The securities comprising the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “1933 Act”), or under 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 1933 Act and applicable state securities laws requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful.
About CMC Metals Ltd.
CMC Metals Ltd. is a growth stage exploration company focused on opportunities for silver in Yukon and British Columbia and polymetallic deposits in Yukon and Newfoundland. Our silver-lead-zinc prospects include the Silver Hart Deposit and Blue Heaven claims, and the recently acquired Rancheria South, Amy and Silverknife claims. Our polymetallic projects with potential for copper-silver-gold and other metals include Logjam (Yukon), Bridal Veil and Terra Nova (both in Newfoundland).
On behalf of the Board:
John Bossio, Chairman
CMC METALS LTD.
For further information concerning the CMC Metals Ltd., or its exploration projects, please contact:
Investor Inquiries: Kevin Brewer, P. Geo.
President, CEO and Director
Tel: (604) 605-0166
To be added to CMC’s news distribution list, please send an email to firstname.lastname@example.org or contact Mr. Kevin Brewer at 604-605-0166.
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.
“This news release may contain certain statements that constitute “forward-looking information” within the meaning of applicable securities law, including without limitation, statements that address the timing and content of upcoming work programs, geological interpretations, receipt of property titles and exploitation activities and developments. In this release disclosure regarding the potential to undertake future exploration work comprise forward looking statements. Forward-looking statements address future events and conditions and are necessarily based upon a number of estimates and assumptions. While such estimates and assumptions are considered reasonable by the management of the Company, they are inherently subject to significant business, economic, competitive and regulatory uncertainties and risks, including the ability of the Company to raise the funds necessary to fund its projects, to carry out the work and, accordingly, may not occur as described herein or at all. Actual results may differ materially from those currently anticipated in such statements. Factors that could cause actual results to differ materially from those in forward looking statements include market prices, exploitation and exploration successes, the timing and receipt of government and regulatory approvals, the impact of the constantly evolving COVID-19 pandemic crisis and continued availability of capital and financing and general economic, market or business conditions. Readers are referred to the Company’s filings with the Canadian securities regulators for information on these and other risk factors, available at www.sedar.com. Investors are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of such statements. The forward-looking statements included in this news release are made as of the date hereof and the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.”