Further to its news release dated July 10, 2024, Churchill
Resources Inc. (“
Churchill” or the
“
Company”) (
TSXV: CRI) is pleased
to announce the closing of its previously announced non-brokered
private placement (the “
Offering”) consisting of
the sale of 50,000,000 units of the Company
(“
Units”) at a price of $0.05 per Unit for gross
proceeds of $2,500,000. Each Unit was comprised of one common share
of Churchill (each, a “
Common Share”) and one
Common Share purchase warrant (a “
Warrant”). Each
Warrant entitles the holder to acquire one Common Share at a price
of $0.15 at any time prior to the date which is two years following
the completion of the Offering.
The Company intends to use the net proceeds from
the Offering on the exploration of the Company’s key nickel
projects in Newfoundland & Labrador and for general working
capital purposes.
In connection with the Offering, the Company
paid eligible finders a cash fee of $131,950 which was equal to
7.0% of the gross proceeds raised by the Company from the sale of
Units to subscribers directly introduced to the Company by such
finders. In addition, the Company issued 2,639,000 non-transferable
finders warrants (each a “Finders Warrant”) to
eligible finders equal to 7.0% of the number of Units sold in the
Offering to subscribers directly introduced to the Company by such
eligible finders. Each Finders Warrant will entitle the holder to
acquire one Common Share at a price of $0.05 for a period of 24
months following the completion of the Offering.
The securities issued pursuant to the Offering
will be subject to a statutory hold period of four months and one
day from the closing date of the Offering.
Certain insiders of the Company acquired an
aggregate of 10,400,000 Units in the Offering. Participation by
such insiders in the Offering will be considered a “related party
transaction” pursuant to Multilateral Instrument 61- 101
– Protection of Minority Security Holders in Special
Transactions ("MI 61-101"). The Company is
exempt from the requirements to obtain a formal valuation or
minority shareholder approval in connection with the insiders’
participation in the Offering in reliance of sections 5.5(a) and
5.7(1)(a) of MI 61-101. A material change report will be filed in
connection with the participation of the insiders in the Offering
less than 21 days in advance of the closing of the Offering, which
the Company deemed reasonable in the circumstances so as to be able
to avail itself of potential financing opportunities and complete
the Offering in an expeditious manner.
About Churchill Resources
Inc.
Churchill Resources Inc. is a Canadian
exploration company focused on high grade, magmatic nickel
sulphides in Canada, principally at its prospective Taylor Brook
and Florence Lake properties in Newfoundland & Labrador. The
Churchill management team, board and its advisors have decades of
combined management experience in mineral exploration and in the
establishment of successful publicly listed mining companies, both
in Canada and around the world. Churchill’s Taylor Brook and
Florence Lake projects have the potential to benefit from the
province’s large and diversified minerals industry, which includes
world class nickel mines and processing facilities, and a
well-developed mineral exploration sector with locally based
drilling and geological expertise.
The technical and scientific information in this
news release has been reviewed and approved by Dr. Derek H.C
Wilton, P.Geo., FGC and Mr. Jeremy S. Brett, P.Geo., each of whom
is a “qualified person” as defined under National Instrument 43-101
– Standards of Disclosure for Mineral Projects (“NI 43-101”).
Mr. Wilton is an honourary research professor of Economic Geology
at Memorial University and Mr. Brett is a senior geophysical
consultant. Each of Messrs. Wilton and Brett are independent of the
Company for the purposes of NI 43-101.
Further Information
For further information regarding Churchill, please contact:
Churchill
Resources Inc. |
Paul Sobie, Chief Executive Officer |
Tel. |
+1
416.365.0930 (o) |
|
+1 647.988.0930 (m) |
Email |
psobie@churchillresources.com |
|
|
Alec Rowlands, Corporate Consultant |
Tel. |
+1 416.721.4732 (m) |
Email |
arowlands@churchillresources.com |
Cautionary Note Regarding Forward Looking
Information
This news release contains "forward-looking
information" and "forward-looking statements" (collectively,
forward-looking statements") within the meaning of the applicable
Canadian securities legislation. All statements, other than
statements of historical fact, are forward-looking statements and
are based on expectations, estimates and projections as at the date
of this news release. Any statement that involves discussions with
respect to predictions, expectations, beliefs, plans, projections,
objectives, assumptions, future events or performance (often but
not always using phrases such as "expects", or "does not expect",
"is expected", "anticipates" or "does not anticipate", "plans",
“proposed”, "budget", "scheduled", "forecasts", "estimates",
"believes" or "intends" or variations of such words and phrases or
stating that certain actions, events or results "may" or "could",
"would", "might" or "will" be taken to occur or be achieved) are
not statements of historical fact and may be forward-looking
statements. In this news release, forward-looking statements relate
to, among other things, receipt of all final required regulatory
approvals in in respect of the Offering, the intended use of
proceeds from the Offering, the Company’s objectives, goals and
exploration activities conducted and proposed to be conducted at
the Company’s properties; future growth potential of the Company,
including whether any proposed exploration programs at any of the
Company’s properties will be successful; exploration results; and
future exploration plans and costs and financing availability.
These forward-looking statements are based on
reasonable assumptions and estimates of management of the Company
at the time such statements were made. Actual future results may
differ materially as forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of the Company to
materially differ from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Such factors, among other things, include: the expected
benefits to the Company relating to the exploration conducted and
proposed to be conducted at the Company’s properties; failure to
identify any mineral resources or significant mineralization; the
preliminary nature of metallurgical test results; uncertainties
relating to the availability and costs of financing needed in the
future, including to fund any exploration programs on the Company’s
properties; fluctuations in general macroeconomic conditions;
fluctuations in securities markets; fluctuations in spot and
forward prices of gold, silver, base metals or certain other
commodities; fluctuations in currency markets (such as the Canadian
dollar to United States dollar exchange rate); change in national
and local government, legislation, taxation, controls, regulations
and political or economic developments; risks and hazards
associated with the business of mineral exploration, development
and mining (including environmental hazards, industrial accidents,
unusual or unexpected formations pressures, cave-ins and flooding);
inability to obtain adequate insurance to cover risks and hazards;
the presence of laws and regulations that may impose restrictions
on mining and mineral exploration; employee relations;
relationships with and claims by local communities and indigenous
populations; availability of increasing costs associated with
mining inputs and labour; the speculative nature of mineral
exploration and development (including the risks of obtaining
necessary licenses, permits and approvals from government
authorities); the unlikelihood that properties that are explored
are ultimately developed into producing mines; geological factors;
actual results of current and future exploration; changes in
project parameters as plans continue to be evaluated; soil sampling
results being preliminary in nature and are not conclusive evidence
of the likelihood of a mineral deposit; title to properties; and
those factors described in the most recently filed management’s
discussion and analysis of the Company. Although the
forward-looking statements contained in this news release are based
upon what management of the Company believes, or believed at the
time, to be reasonable assumptions, the Company cannot assure
shareholders that actual results will be consistent with such
forward-looking statements, as there may be other factors that
cause results not to be as anticipated, estimated or intended.
Accordingly, readers should not place undue reliance on
forward-looking statements and information. There can be no
assurance that forward-looking information, or the material factors
or assumptions used to develop such forward-looking information,
will prove to be accurate. The Company does not undertake to
release publicly any revisions for updating any voluntary
forward-looking statements, except as required by applicable
securities law.
Neither the TSXV nor its Regulation Services
Provider (as that term is defined in the policies of the TSXV)
accepts responsibility for the adequacy or accuracy of this news
release.
Churchill Resources (TSXV:CRI)
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