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TORONTO, July 17, 2020 /CNW/ - Central Timmins
Exploration Corp. ("CTEC" or the "Company") (TSXV: CTEC)
reports that it intends to increase the size of its previously
announced non-brokered private placement of non-flow-through units
from 3,000,000 units to 5,000,000 units (the "NFT Offering") and
reprice its previously announced non-brokered private placement of
flow-through common shares from $0.75
to $0.60 (the "FT Offering")
(together, the NFT Offering and FT Offering are the "Private
Placement").
Non-Flow-Through Offering
The NFT Offering will now consist of up to 5,000,000
non-flow-through units (the "Units") at a price of $0.50 per unit for gross proceeds of up to
$2.5 million. Each Unit will consist
of one non-flow-through common share in the capital of the Company
and one non-flow-through common share purchase warrant (a
"Warrant"). Each Warrant will entitle the holder to purchase one
additional non-flow-through common share in the capital of the
Company at an exercise price of $0.75
per common share for a period of two years from the date of issue
(the "Expiry Time"), provided that, if after four months from the
date of issue, the closing price of the common shares of the
Company on the Exchange is equal to or greater than $1.25 for a period of 10 consecutive trading days
at any time prior to the Expiry Time, the Company will have the
right to accelerate the Expiry Time of the Warrants by giving
notice to the holders of the Warrants by news release or other form
of notice permitted by the certificate representing the Warrants
that the Warrants will expire at 4:30
p.m. (Vancouver time) on a
date that is not less than 15 days from the date notice is
given.
The NFT Offering will close on completion of documentation and
is conditional upon receipt of all necessary regulatory approvals,
including the approval of the Exchange. The proceeds of the
NFT Offering will be used to fund exploration expenditures and for
general corporate purposes.
Flow-Through Offering
The FT Offering will now consist of up to 3,500,000 common
shares in the capital of the Company (the "Flow-Through Shares")
that qualify as flow-through shares for purposes of the Income Tax
Act (Canada), at a price of
$0.60 per Flow-Through Share for
gross proceeds of up to $2.1
million.
The gross proceeds of the FT Offering will be used to fund
exploration expenditures on the Silver Reef Property (see News
Release of June 11, 2020), BAM
Property (see News Release of July 2, 2020), Todd Creek
Property (see News Release of July 9,
2020) and other Canadian Exploration Expenses that will
qualify as "flow through mining expenditures" as defined in
subsection 127(9) of the Income Tax Act (Canada), and "BC flow-through mining
expenditures", as defined in the Income Tax Act (British Columbia).
The FT Offering will close on completion of documentation and is
conditional upon receipt of all necessary regulatory approvals,
including the approval of the TSX Venture Exchange (the
"Exchange").
Private Placement
The Private Placement will be offered to accredited investors in
all Provinces of Canada pursuant
to applicable securities laws. In connection with the Private
Placement, the Company may pay finders' fees as permitted by the
policies of the Exchange. All securities issued pursuant to the
Private Placement will be subject to a four-month hold
period. The securities offered pursuant to the Private
Placement have not been and will not be registered under the United
States Securities Act of 1933, as amended, and may not be offered
or sold in the United States
absent registration or an applicable exemption from the
registration requirements of such Act.
The Company anticipates that insiders will subscribe for Units
and Flow-Through Shares. The issuance of Units and Flow-Through
Shares to insiders is considered a related party transaction
subject to Multilateral Instrument 61-101 - Protection of
Minority Security Holders in Special Transactions. The Company
intends to rely on exemptions from the formal valuation and
minority shareholder approval requirements provided under sections
5.5(a) and 5.7(a) of Multilateral Instrument 61-101 on the basis
that the participation in the private placement by the insiders
will not exceed 25% of the fair market value of the company's
market capitalization. A material change report in connection with
the Private Placement will be filed less than 21 days before the
closing of the Private Placement. This shorter period is
reasonable and necessary in the circumstances as the Company wishes
to complete the Private Placement in a timely manner
About Central Timmins Exploration Corp.
CTEC is an early-stage Canadian junior exploration company
focused on precious metals exploration and development.
Forward Looking Information
This press release contains "forward-looking information" within
the meaning of applicable securities laws that is intended to be
covered by the safe harbours created by those laws.
"Forward-looking information" includes statements that use
forward-looking terminology such as "may", "will", "expect",
"anticipate", "believe", "continue", "potential" or the negative
thereof or other variations thereof or comparable terminology. Such
forward-looking information includes, without limitation,
information with respect to the Private Placement and the Company's
expectations, strategies and plans for the Silver Reef Property,
BAM Property and Todd Creek Property including the Company's
planned expenditures and exploration activities.
Forward-looking information is not a guarantee of future
performance and is based upon a number of estimates and assumptions
of management at the date the statements are made. Furthermore,
such forward-looking information involves a variety of known and
unknown risks, uncertainties and other factors which may cause the
actual plans, intentions, activities, results, performance or
achievements of the Company to be materially different from any
future plans, intentions, activities, results, performance or
achievements expressed or implied by such forward-looking
information. See "Risk Factors" in the Company's final prospectus
dated October 4, 2018 filed on SEDAR
at www.sedar.com for a discussion of these risks.
The Company cautions that there can be no assurance that
forward-looking information will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such information. Accordingly, investors should not
place undue reliance on forward-looking information.
Except as required by law, the Company does not assume any
obligation to release publicly any revisions to forward-looking
information contained in this press release to reflect events or
circumstances after the date hereof.
Neither the Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the Exchange) accepts
responsibility for the adequacy or accuracy of this release.
SOURCE Central Timmins Exploration Corp
