Canadian Spirit Resources Inc. Announces Upsize of Previously Announced Private Placement and Change of Auditor
20 Octubre 2020 - 6:25PM
Canadian Spirit Resources Inc. ("CSRI" or the
"Corporation") (TSXV:SPI) (OTCBB:CSPUF) is pleased to
announce that, further to its press release dated October 9, 2020,
it has increased the size of its previously announced non-brokered
private placement offering of units of the Corporation
("
Units") to up to $1,600,000 (the
"
Offering"). The Offering will be comprised of up
to 32,000,000 Units at a price of $0.05 per Unit. The Offering is
still anticipated to close by the end of October 2020.
Each Unit will consist of one common share in
the capital of the Corporation (a "Common Share")
and one-half of one Common Share purchase warrant (a
"Warrant"). Each whole Warrant will entitle the
holder to purchase one Common Share at a price of $0.08 for a
period of two years after closing of the Offering.
The closing of the Offering is subject to
certain conditions including, but not limited to, the receipt of
all necessary regulatory approvals, including the acceptance of the
TSX Venture Exchange (the "TSXV"). All the
securities issued pursuant to the Offering will be subject to a
four-month restricted resale period under Canadian securities
laws.
The net proceeds of the Offering will be used
for various field activities and initiatives, and for general
corporate purposes.
It is anticipated that the Offering will be a
related party transaction under Multilateral Instrument 61–101 –
Protection of Minority Security Holders in Special Transactions
("MI 61-101") as Elmag Investments Inc.
(Investissements Elmag Inc.), an insider and control person of the
Corporation, has notified the Corporation that it intends to
participate in the Offering. It is anticipated that the Offering
will be exempt from the formal valuation and minority shareholder
approval requirements of MI 61–101 as the fair market value of the
insiders' participation in the Offering will not exceed 25% of the
Corporation's market capitalization.
CHANGE IN AUDITORS
The Corporation announced today that
PricewaterhouseCoopers LLP ("PwC") have, at the
request of the Corporation, resigned as auditors of the
Corporation, effective October 7, 2020. The Corporation further
announced that the Board of Directors has appointed Crowe MacKay
LLP ("CMK") as auditors of the Corporation
effective October 7, 2020.
The resignation of PwC and the appointment of
CMK were considered and recommended by the Audit Committee and
approved by both the Board of Directors and the Audit Committee.
There were no reservations or modified opinions in PwC’s reports in
connection with the financial statements relating to the relevant
period during which PwC was the Company’s auditor. There are no
“reportable events” (as defined in Section 4.11 of National
Instrument 51-102 – Continuous Disclosure Obligations) between the
Corporation and PWC or with respect of the change. The
Corporation's Audit Committee and Board of Directors have reviewed
the Notice of Change of Auditors, together with the letter from PWC
and the letter from CMK, all of which are posted on the
Corporation’s SEDAR profile accessible at www.sedar.com.
CSRI is a natural resource company focusing on
the identification and development of opportunities in the
unconventional natural gas sector of the energy industry.
Information regarding CSRI is available on SEDAR
at www.sedar.com or the Corporation's website at www.csri.ca.
On behalf of the Board of Directors
CANADIAN SPIRIT RESOURCES INC.
"Louisa DeCarlo"
President and Chief Executive Officer
For further information, please contact: Canadian
Spirit Resources Inc. Telephone (403) 618-2113 Louisa DeCarlo
(louisa@danrichresources.com)
Forward-looking Information Cautionary
Statement
This press release contains forward-looking
statements. More particularly, this press release contains
statements concerning the terms of the Offering. The
forward-looking statements in this press release are based on
certain expectations and assumptions made by the Corporation.
Although the Corporation believes that the expectations and
assumptions on which the forward-looking statements are based are
reasonable, undue reliance should not be placed on the
forward-looking statements because the Corporation can give no
assurance that they will prove to be correct. Since forward-looking
statements address future events and conditions, by their very
nature they involve inherent risks and uncertainties. Actual
results could differ materially from those currently anticipated
due to a number of factors and risks. These include, but are not
limited to, risks associated with adverse market conditions,
receipt of TSXV and other regulatory approvals of the Offering,
inability to complete the Offering on the proposed terms or all at,
the state of the financial markets for the Corporation's
securities, and changes in the Corporation's business plans.
Forward-looking statements are based on estimates and opinions of
management of the Corporation at the time the statements are
presented. The Corporation may, as considered necessary in the
circumstances, update or revise such forward-looking statements,
whether as a result of new information, future events or otherwise,
but the Corporation undertakes no obligation to update or revise
any forward-looking statements, except as required by applicable
securities laws.
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 NEWS RELEASE
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