CR Capital Corp. (
TSX-V: CIT) (“
CR
Capital”) announces it has completed a non-brokered
private placement for aggregate gross proceeds of $47,500 (the
“
Offering”). The Offering consisted of the sale of
950,000 flow through units (the “
FT Units”) at a
price of $0.05 per FT Unit. Each FT Unit consists of one (1) common
share in the capital stock of CR Capital that is a “flow-through
share” (a “
FT Share”) within the meaning of the
Income Tax Act (Canada) (the “Act”) and one common share purchase
warrant (a “
Warrant”). Each Warrant entitles the
holder to purchase one common share in the capital of CR Capital at
a price of $0.075 per common share until the date which is two (2)
years following the closing date of the Offering, whereupon the
Warrants will expire.
CR Capital intends to use the net proceeds from
the Offering to fund “Canadian exploration expenses” (within the
meaning of the Act) on its properties. CR Capital will ensure that
the proceeds received from the FT Units sold will be used to incur
expenses which qualify as Canadian Exploration Expenses and
Flow-Through Mining Expenditures for purposes of the Income Tax Act
and will renounce such expenses with an effective date of no later
than December 31, 2020.
The securities issued and issuable pursuant to
the Offering will be subject to a four month and one day statutory
hold period.
The securities offered have not been registered
under the U.S. Securities Act of 1933, as amended (the
“U.S. Securities Act”), or applicable state
securities laws, and may not be offered or sold to persons in the
United States 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.
Related Party Transactions
Insiders of CR Capital have subscribed for
350,000 FT Units pursuant to the Offering. Any issuance of FT Units
to an insider (“Insider Participation”) will be
considered to be a “related party transaction” (within the meaning
of TSX Venture Exchange Policy 5.9 and Multilateral Instrument
61-101 (“MI 61-101”)). The Company has relied on
exemptions from the “formal valuation” and “minority approval”
requirements of MI 61-101 in respect of any Insider
Participation.
Early Warning Reports
In connection with the Offering, Brian Howlett
(CEO of CR Capital) acquired 200,000 FT Units and Eric Szustak
(Director of CR Capital) acquired 150,000 FT Units.
Prior to the closing of the Offering, Mr.
Howlett owned 900,000 common shares and 215,000 options to purchase
common shares, representing 10.57% of CR Capital’s issued and
outstanding common shares on a partially diluted basis. Immediately
after completion of the Offering, Mr. Howlett owned 1,515,000
common shares and securities convertible into common shares,
representing on a partially diluted basis 12.96% of CR Capital’s
issued and outstanding common shares.
Prior to the closing of the Offering, Mr.
Szustak owned 899,000 common shares and 140,000 options to purchase
common shares, representing 9.93% of CR Capital’s issued and
outstanding common shares on a partially diluted basis. Immediately
after completion of the Offering, Mr. Szustak owned 1,339,000
common shares and securities convertible into common shares,
representing on a partially diluted basis 11.58% of CR Capital’s
issued and outstanding common shares.
The securities held by Mr. Howlett and Mr.
Szustak are held for investment purposes, and depending on market
and other conditions, they may from time to time in the future
increase or decrease their respective ownership, control or
direction over securities of CR Capital through market
transactions, private agreements, or otherwise. In satisfaction of
the requirements of the National Instrument 62-104 – Take-Over Bids
and Issuer Bids and National Instrument 62-103 – The Early Warning
System and Related Take-Over Bid and Insider Reporting Issues,
Early Warning Reports for Mr. Howlett and Mr. Szustak will be filed
under CR Capital’s SEDAR profile at www.sedar.com.
For further information, please
contact:
Mr. Brian Howlett, CPA, CMA President & CEO
CR Capital Corp. Cell: 647-227-3035
About CR Capital Corp. CR
Capital Corp. is engaged in the acquisition, exploration and
evaluation of properties for the mining of precious and base
metals.
Caution Regarding Forward-Looking
Information
This news release contains forward-looking
information that involves substantial known and unknown risks and
uncertainties, most of which are beyond the control of CR Capital.
Forward-looking statements include estimates and statements that
describe CR Capital's future plans, objectives or goals, including
words to the effect that CR Capital or its management expects a
stated condition or result to occur. Forward-looking statements may
be identified by such terms as "believes", "anticipates",
"expects", "estimates", "may", "could", "would", "will", or "plan".
Since forward-looking statements are based on assumptions and
address future events and conditions, by their very nature they
involve inherent risks and uncertainties. Although these statements
are based on information currently available to CR Capital, CR
Capital provides no assurance that actual results will meet
management's expectations. Risks, uncertainties and other factors
involved with forward-looking information could cause actual
events, results, performance, prospects and opportunities to differ
materially from those expressed or implied by such forward-looking
information. Forward looking information in this news release
includes, but is not limited to, matters related to the Offering,
CR Capital's objectives, goals or future plans, statements, details
of the exploration results, potential mineralization, CR Capital's
portfolio, treasury, management team and enhanced capital markets
profile, the timing of the Offering, the estimation of mineral
resources, exploration and mine development plans, timing of the
commencement of operations and estimates of market conditions.
Factors that could cause actual results to differ materially from
such forward-looking information include, but are not limited to,
failure or inability to complete proposed exploration work on the
terms as announced or at all, regulatory approval processes,
failure to identify mineral resources, delays in obtaining or
failures to obtain required governmental, regulatory, environmental
or other project approvals, political risks, inability to fulfill
the duty to accommodate First Nations and other indigenous peoples,
uncertainties relating to the availability and costs of financing
needed in the future, changes in equity markets, inflation, changes
in exchange rates, fluctuations in commodity prices, delays in the
development of projects, capital and operating costs varying
significantly from estimates and the other risks involved in the
mineral exploration and development industry, and those risks set
out in CR Capital's public documents filed on SEDAR. Although CR
Capital believes that the assumptions and factors used in preparing
the forward-looking information in this news release are
reasonable, undue reliance should not be placed on such
information, which only applies as of the date of this news
release, and no assurance can be given that such events will occur
in the disclosed time frames or at all. CR Capital disclaims any
intention or obligation to update or revise any forward-looking
information, whether as a result of new information, future events
or otherwise, other than as required by law.
Neither TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in policies
of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.
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