/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES./
TSX.V: COCO
VANCOUVER, BC, Sept. 28,
2022 /CNW/ - Coast Copper Corp. ("Coast
Copper" or the "Company") (TSXV: COCO) is pleased
to announce that is has closed its previously announced
non-brokered private placement (the "Offering") (see news
release dated September 16, 2022),
has satisfied its second anniversary commitments in regards to its
option agreement on the Empire Mine property and has received
conditional regulatory approval for the sale of its Red Chris
properties (see news release dated August 4,
2022).
Adam Travis, Company CEO and
Director comments: "I'm very pleased with the progress we have
made on the Empire Mine property, having already met the entire
exploration work commitment years ahead of schedule. We are working
on updated geological models based on Dr. Oliver's significant new
interpretation (see news release dated August 15, 2022) related to the regional thrust
and fault systems as the main conduit for mineralization. We are
planning future drilling around this new regional potential. Thank
you again to our insiders and shareholders for participating in
this financing while we await final regulatory approval to complete
the sale of our Red Chris properties in the near future. "
THE OFFERING
The Company has closed a private placement offering of a total
of 8,000,000 units of the Company (the "Units") at an issue
price of $0.05 per Unit for gross
proceeds of $400,000 (the
"Offering"). Each Unit consists of one common share in the
capital of the Company and one non-transferable common share
purchase warrant, with each warrant entitling the holder to acquire
an additional common share of the Company at an exercise price of
$0.10 per share until September 28, 2024 (the "Expiry Date").
If, at any time, the volume weighted average trading price of Coast
Copper's common shares on the TSX Venture Exchange (the
"TSX-V"), or other principal exchange on which the common
shares are listed, is greater than $0.20 for 10 consecutive trading days, the
Company may, at its option, deliver a notice to the holders of the
warrants accelerating the Expiry Date to the date that is 30 days
following the date of such notice (the "Accelerated Exercise
Period"). Concurrent with the giving of such notice, the
Company will also issue a press release disclosing the Accelerated
Exercise Period. Any unexercised warrants shall automatically
expire at the end of the Accelerated Exercise Period.
The net proceeds from the Offering will be used for working
capital and general corporate purposes.
The Offering is subject to final TSX-V approval and all
securities issued in the Offering will be subject to a statutory
hold period of four months and a day from the closing date of the
Offering. A finder's fee of $500 was paid in connection with the
Offering.
Four directors and two officers of the Company (the
"Insiders") participated in the Offering for an aggregate of
2,950,000 Units, representing approximately 36.9% of the Offering.
The participation by the Insiders in the private placement is
considered to be 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 of MI 61-101, as neither the fair
market value of the securities being issued nor the consideration
being paid exceeds 25% of the Company's market capitalization.
Following the Offering, the Company's CEO Adam Travis will own or control, directly &
indirectly, securities representing 8,106,500 common shares of the
Company on a partially diluted basis, representing approximately
12.25% of the Company's issued and outstanding shares. Mr. Travis
acquired these shares for the purposes of an investment and
depending on market and other conditions, Mr. Travis may from
time to time in the future increase or decrease his ownership,
control or direction over securities of the Company, through market
transactions, private agreements, or otherwise. This press release
is being disseminated pursuant to National Instrument 62-103 –
The Early Warning System and Related Take Over Bids and Insider
Reporting Issues with respect to the filing of an early warning
report by Mr. Travis.
In satisfaction of the requirements of TSX-V Policy 4.1 –
Private Placements, TSX-V Policy 5.9 – Protection of
Minority Securityholders in Special Transactions, Multilateral
Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions, National Instrument 51-102 –
Continuous Disclosure Obligations, 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, a material change
report respecting the acquisition of securities by the related
party transactions and an early warning report respecting Mr.
Travis' increased holdings of the Company's capital structure will
be filed under the Company's SEDAR Profile at www.sedar.com.
This news release does not constitute an offer to sell or a
solicitation of an offer to sell any of the securities in
the United States. The securities
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities
Act") or any state securities laws and may not be offered or
sold within the United States or
to U.S. Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
EMPIRE MINE OPTION AGREEMENT AND
RED CHRIS PROPERTIES SALE
The Company announces that it has completed the second
anniversary commitments with respect to the Empire Option Agreement
(see news release dated September 24,
2020) consisting of:
- a cash payment of $150,000 to
Mirva Properties Ltd. ("Mirva");
- the issuance of 600,000 common shares of the Company to Mirva;
and
- incurring a minimum of $400,000
of exploration expenditures on the Empire Mine property.
Under the terms of the Empire Option Agreement, the Company can
acquire a 100% interest in the Empire Mine property from Mirva by
making aggregate cash payments of $1,250,000, issuing 3,000,000 common shares of
the Company and undertaking work commitments totaling $2,000,000 over a 5-year period. Mirva will
retain a 2% net smelter return ("NSR") royalty on the Empire
Mine property of which 1% may be purchased for $1,000,000 at any time up to 120 days after
commencement of commercial production. The Empire Option Agreement
was structured such that this NSR royalty plus all other NSR
royalties which may currently be payable on the Empire Mine
property may not exceed in aggregate 2.5% before buydowns.
To date, the Company has incurred more than $2,000,000 in cumulative exploration expenditures
on the Empire Mine property, thus satisfying the entire exploration
expenditure requirements pursuant to the Empire Mine Option
Agreement.
The Company also wishes to announce that it has received
conditional approval from the TSX-V regarding the sale of the Red
Chris properties and that the remaining closing conditions are
pending.
About Coast Copper Corp.
Coast Copper's exploration focus is the optioned Empire Mine
Property, located on Northern Vancouver Island, B.C., which covers
three historical open pit mines and two past-producing underground
mines that yielded iron, copper, gold and silver. Coast Copper's
other properties include its 100% owned Eldorado, Gin and Bonanza properties located
in the Golden Triangle of northern B.C. which are adjacent to the
Red Chris Mine, the Knob Hill NW Property located on northern
Vancouver Island and the 100% owned Sterling and Home Brew
properties which are located in central B.C. Coast Copper's
management continues to review precious and base metals
opportunities in western North
America.
On Behalf of the Board of Directors:
"Adam Travis"
Adam Travis, Chief Executive
Officer and Director
Neither 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.
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING INFORMATION
Certain information contained or incorporated by reference in
this press release, including any information regarding the
contemplated transactions, exploration commitments, status of
regulatory approvals, private placements, board and management
changes, and statements associated with our
strategy, projects, plans or future financial or operating
performance, constitutes "forward-looking statements." All
statements, other than statements of historical fact, are to be
considered forward-looking statements. Forward-looking statements
are necessarily based on a number of estimates and assumptions
that, while considered reasonable by Coast Copper, are inherently
subject to significant business, economic, geological and
competitive uncertainties and contingencies. Although Coast Copper
believes the expectations expressed in such forward-looking
statements are based on reasonable assumptions, such statements are
not guarantees of future performance. Known and unknown factors
could cause actual results to differ materially from those
projected in the forward-looking statements. Such factors include
but are not limited to: difficulties with obtaining regulatory and
exchange approvals, difficulties meeting our obligations under
ongoing agreements or transactions, fluctuations in market prices,
exploration and exploitation successes, continued availability of
capital and financing, changes in national and local government
legislation, taxation, controls, regulations, expropriation or
nationalization of property and general political, economic, market
or business conditions. Many of these uncertainties and
contingencies can affect our actual results and could cause actual
results to differ materially from those expressed or implied in any
forward-looking statements made by, or on behalf of, us. Readers
are cautioned that forward-looking statements are not guarantees of
future performance and, therefore, readers are advised to rely on
their own evaluation of such uncertainties. All of the
forward-looking statements made in this press release, or
incorporated by reference, are qualified by these cautionary
statements. We do not assume any obligation to update any
forward-looking statements.
SOURCE Coast Copper Corp.