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Churchill announces private placement of up to C $ 2.5 million, Canadian Business Journal

Not for distribution to US news wire services or distribution in the US

Toronto, March 10, 2022 (GLOBE NEWSWIRE) — Churchill Resources Inc. (“”Churchill” or “society“) (TSXV: CRI) We are pleased to inform you that we have signed a contract with Red Cloud Securities Inc. (“Red cloud“) Canaccord Genuity Corp. (collectively”Agent“) Private placement in connection with the best efforts (“Recruitment”) Total revenue of up to C $ 2,500,000 from the sale of any combination of:

  • Company units (each “unit”) At a price of $ 0.32 per unit, subject to a minimum sale of 1,562,500 units for a total revenue of $ 500,000 from the sale of the unit.When
  • Company flow-through unit (each “FT unit”) At a price of C $ 0.35 per FT unit.

The unit and FT unit are collectively called “Securities offered“. Each unit consists of one share of the Company’s common stock (each “”Unit share“) And half of one common stock purchase warrant (whole each warrant,”warrant“). Each FT unit consists of one share of the Company’s common stock issued as “flow-through shares.” Income tax law (Canada) (EachFT share“) And half of one warrant. Each warrant shall give the holder the right to purchase one share of the company’s common stock (each, “”Warrant share”) At a price of $ 0.48 at any time on or before that date 24 months after the end of the offering. Closing price of our common stock on the TSX Venture Exchange (“TSXV”) For 10 consecutive trading days of $ 0.75 or more, we reserve the right to accelerate the expiration of the warrant to expire 30 calendar days after that date. Press releases are issued by companies announcing shortened warrant expiration dates.

Agents can exercise in whole or in part up to 48 hours prior to the end of the offering and have the option to sell up to C $ 500,000 at the offering price on any combination of offered securities.

We plan to use the proceeds of the offering for exploration and general working capital purposes for our major nickel projects. Gross income from the issuance of FT shares is “Canada Expenses” (within the meaning of the Income Tax Act (Canada)) (“Target spending”), Which will be waived to the purchaser of the FT Unit by December 31, 2022, with a total amount greater than or equal to the total income raised by the issuance of FT Shares on the effective date. If the Canada Revenue Agency reduces eligible spending, we will indemnify each subscriber of the FT Unit for additional taxes paid by that subscriber as a result of our failure to abandon qualified spending.

The offering is expected to end around March 31, 2022 and is subject to certain conditions, including but not limited to the receipt of all required approvals, including TSXV approvals. Unit shares, FT shares and warrant shares have a holding period of 4 months and 1 day from the end of the offer.

The securities offered have not been and will not be registered as amended under the Securities Act of 1933.US Securities ActOffer or sell to, or for the benefit of, an American who is a securities law of the state of the United States and lacks registration or applicable exemptions in the United States or from the registration requirements of the United States Securities Act. Not applicable. US State Securities Act. This press release does not constitute an offer to sell or buy securities in the United States or other jurisdictions.

About Churchill Resources Inc.

Churchill is managed by career mining industry experts and currently undertakes four exploration projects: Taylorbrook on Newfoundland, Florence Lake in Labrador, Perry Bay in Nunavut, and White River in Ontario. increase. All projects are in the evaluation stage, showing known mineralized Ni-CuCo in Taylor Brook, Florence Lake, and Perry Bay, and seeing diamond-containing kimberlite invaders in White River and Perry Bay. Churchill’s main focus is on the ongoing exploration and development of the Taylor Brook and Florence Lake Nickel projects.

More information

For more information on Churchill, please contact:

Churchill Resources Co., Ltd.
Paul Sobie, CEO
phone. +1 416.365.0930 (o)
+1 647.988.0930 (m)
Email psobie@churchillresources.com

Alec Rowlands, Corporate Consultant
phone. +1 416.721.4732 (m)
Email arowlands@churchillresources.com

Precautions regarding future prospects

This news release contains “forward-looking information” and “forward-looking statements” (collectively, forward-looking statements) within the meaning of applicable Canadian securities law. .. All statements, except historical facts, are forward-looking statements and are based on expectations, estimates, and forecasts as of the date of this news release. All statements (often “expect”, “not expect”, “expected”, etc., including discussions about expectations, expectations, beliefs, plans, expectations, objectives, assumptions, future events, or performance. (But not always), “anticipate” or “not anticipate”, “plan”, “suggestion”, “budget”, “plan”, “forecast”, “estimate”, ” “Believe”, “intended”, or variations of such words or phrases, or specific actions, events, or consequences “may” or “may”, “potentially” , “May” or “May be achieved”) may be forward-looking statements rather than historical fact statements. In this news release, forward-looking statements include, among other things, the receipt of all required regulatory approvals, our objectives, goals, and exploration activities proposed to be carried out and carried out on our assets. Is related to the completion of. The potential for future growth of our company, including the success of the proposed exploration program on any of our assets. Exploration Results; Future Exploration Plans and Cost and Financing Availability.

These forward-looking statements are based on reasonable assumptions and estimates of our management at the time such statements were made. Forward-looking statements include known and unknown risks, uncertainties, and other factors, so actual future results may vary significantly. A description of the future outlook. Such factors include, among others: Expected benefits to us in connection with the exploration that is being carried out and proposed to be carried out on our assets. Receipt of regulatory approvals applicable to the offering. Completion of offering under the conditions described in this document, or not at all. Unable to identify mineral resources or significant mineralization. Preliminary nature of metallurgical test results; Uncertainty regarding availability and cost of future funding, including funding of our asset exploration programs. Fluctuations in general macroeconomic conditions; Fluctuations in the stock market; Fluctuations in spot and future prices of gold, silver, base metals or other specific commodities. Currency market fluctuations (such as the exchange rate from the Canadian dollar to the US dollar). National and local government changes, laws, taxes, regulations, regulations, and political or economic development. Risks and hazards associated with mineral exploration, development and mining operations (including environmental hazards, occupational accidents, anomalous or unexpected geological pressure, cave-in, floods); Obtain appropriate insurance to cover risks and hazards Can not. Existence of laws and regulations that may impose restrictions on mining and mineral exploration. Relationships with Employees; Relationships and Claims with Communities and Indigenous Peoples. Availability of increasing costs associated with mining inputs and labor. The speculative nature of mineral exploration and development (including the risk of obtaining the required licenses, permits and approvals from government authorities); the explored properties are unlikely to eventually develop into landmine production. Geological factors; actual results of current and future exploration. Project parameters change as the evaluation of the plan continues. The results of soil sampling are preliminary in nature and are not conclusive evidence of potential deposits. Property title. And the factors described in the recently submitted management discussion and analysis of the company. The forward-looking statements contained in this news release are based on what our management believes or believes to be reasonable assumptions, but the actual results are such forward-looking statements. We cannot guarantee to shareholders that it is consistent with the statement. There may be other factors that may cause the results to be unpredictable, estimated, or not what you intended. Therefore, readers should not place excessive reliance on forward-looking statements or information. There is no guarantee that forward-looking information, or the key factors or assumptions used to create such forward-looking information, will be proven to be accurate. We undertake not to publish amendments to update our voluntary forward-looking statements, except as required by applicable securities law.

Neither TSXV nor its regulatory service provider (the term is defined in TSXV’s policy) is responsible for the validity or accuracy of this news release.


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Churchill announces private placement of up to C $ 2.5 million, Canadian Business Journal

Source link Churchill announces private placement of up to C $ 2.5 million, Canadian Business Journal

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