Canadian Spirit Resources Inc. Announces Amended Terms of Previously Announced Private Placement and Shares for Debt Transact...
03 Noviembre 2020 - 7:09PM
Canadian Spirit Resources Inc. ("CSRI" or the
"Corporation") (TSXV:SPI) (OTCBB:CSPUF) wishes to announce
that, further to its press releases dated October 20, 2020 and
October 9, 2020, it has revised the terms of its previously
announced non-brokered private placement offering of units of the
Corporation ("
Units") to up to $1,600,000 (the
"
Offering") by amending the terms of the Units
such that each Unit will now consist of one common share in the
capital of the Corporation (a "
Common Share") and
one Common Share purchase warrant (a "
Warrant").
The other terms of the Offering remain unchanged. The Offering is
anticipated to close in early November 2020.
The net proceeds of the Offering will be used
for various field activities and initiatives, and for general
corporate purposes. All the securities issued pursuant to the
Offering will be subject to a four-month restricted resale period
under Canadian securities laws.
SHARES FOR DEBT
The Corporation is pleased to announce that it
has agreed to a proposal with Elmag Investments Inc.
(Investissements Elmag Inc.) ("Elmag") whereby the
Corporation will settle $600,000 in outstanding debt to Elmag by
issuing 12,000,000 Common Shares at an issuance price of $0.05 per
Common Share (the "Debt Settlement"). The
Corporation believes the Debt Settlement is in the best interests
of the Corporation in order to preserve cash for operations.
It is anticipated that the Offering and the Debt
Settlement will be related party transactions 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 and is the holder of
the Debt. The Corporation is relying on the exemptions from formal
valuation and minority approval contained in section 5.5(b) and
section 5.7(g), respectively, of MI 61-101. The Common Shares are
only traded on the facilities of the TSX Venture Exchange (the
"TSXV") and the Corporation's board of directors
have unanimously determined (with Luigi Liberatore abstaining) that
the Corporation meets the financial hardship requirements of
Section 5.7(g) of MI 61-101, the Offering and Debt Settlement are
designed to improve the financial position of the Corporation, and
the terms of such transactions are reasonable in the circumstances
of the Corporation.
The closing of the Offering and the Debt
Settlement are each subject to certain conditions including, but
not limited to, the receipt of all necessary regulatory approvals,
including the acceptance of the TSXV.
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 and the Debt
Settlement. 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 and the Debt Settlement, inability to complete the
Offering or the Debt Settlement 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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