CMC Revises Terms to Non-Brokered Private Placement of April 7, 2021
NOT FOR DISSEMINATION OR DISTRIBUTION INTO THE UNITED STATES OR THROUGH UNITED STATES NEWSWIRE SERVICES
Vancouver, BC.: CMC Metals Ltd. (“CMC” or the “Company”) (TSX-V: CMB) is revising the terms of its proposed non-brokered private placement announced on April 7, 2021. The revised terms are to sell up to 5,000,000 flow-through units of the Company (each, a “FT Unit”) at a price of C$0.16 per FT Unit and up to 4,000,000 non-flow-through units of the Company (each, a “Unit”) at a price of C$0.14 per Unit for aggregate gross proceeds of up to C$1,360,000 (collectively, the “Offering”). Red Cloud Securities Inc. and German Mining Network will be acting as finders on behalf of the Company in relation to the Offering.
Each FT Unit will consist of one common share of the Company to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (each, a “FT Share”) and one-half of one transferrable non-flow-through share purchase warrant (each full warrant, a “Warrant”). Each Unit will consist of one common share of the Company (each, a “Unit Share”) and one-half of one Warrant. Each whole Warrant will entitle the holder thereof to acquire one non-flow-through common share of the Company (each, a “Warrant Share”) at a price of C$0.30 per Warrant Share for a period of 24 months from the closing date of the Offering.
Proceeds from the sale of FT Shares to eligible investors in Canada will be used to incur “Canadian exploration expenses” and “flow through mining expenditures” as these terms are defined in the Income Tax Act (Canada). Such proceeds will be renounced to the subscribers with an effective date not later than December 31, 2021, in the aggregate amount of not less than the total amount of gross proceeds raised from the issue of FT Shares.
The net proceeds from the sale of Units will be used to fund the Company’s exploration program at its silver properties in the Rancheria Silver District, Yukon, which will include Phase 1 of the proposed drilling program at the Silver Hart Project, a range of other exploration activities, as well as general corporate purposes.
John Bossio, Chairman noted, “The Board recognized that despite continued good news from our 2020 activities and planned activities in 2021, our market position warranted this revision. This level of funding allows us to proceed with Phase 1 of the drilling program. From that we expect to then have drill results, new exploration results (trenching and other geochemical), and analysis of our 671-line km airborne geophysical survey on all of our properties from which we are expecting to identify new targets for exploration and drilling. We have also initiated marketing efforts to pursue a joint venture partner for our Rancheria South Project.”
Kevin Brewer, President and CEO noted, “We want to reassure all current subscribers to the initial placement that the Company will be in contact with you to revise and complete your subscription requests. The Board of Directors is continuing to work in the best interests of the Corporation and all shareholders.”
The Company may pay finders’ fees comprised of cash and non-transferable warrants (the “Finder’s Warrants”) in connection with the Offering, subject to compliance with the policies of the TSX Venture Exchange. The terms of the Finder’s Warrants will be the same as the Warrants distributed in the FT Units and the Units. All securities issued and sold under the Offering will be subject to a hold period expiring four months and one day from their date of issuance. Closing is subject to customary closing conditions including, but not limited to, the negotiation and execution of subscription agreements and receipt of applicable regulatory approvals, including approval of the TSX Venture Exchange.
The securities being offered will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or “U.S. persons,” as such term is defined in Regulation S promulgated under the U.S. Securities Act, absent registration or an exemption from such 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 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 (the “Silver Hart Project”) and the recently acquired Rancheria South, Amy and Silverknife claims (the “Rancheria South Project”). 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:
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.”