Castle Peak Announces Private Placement and Shares for Debt Settlement
Castle Peak Announces Private Placement and
Shares for Debt Settlement
Vancouver, British Columbia--(Newsfile Corp. - October 1, 2021) -
Castle Peak Mining Ltd.
(TSXV:
CAP) ("Castle Peak" or the "Company") is pleased to announce that it intends to complete a non-
brokered private placement financing of up to 10,000,000 units (each, a "Unit") at a price of $0.015 per
Unit for gross proceeds of up to $150,000 (the "Offering"). Each Unit will consist of one common share
of the Company (each, a "Common Share").
Closing of the Offering is expected to occur on or about October 29, 2021. All securities issued in
connection with the Offering will be subject to a statutory hold period of four-months and one day, as well
as to any other re-sale restrictions imposed by applicable securities regulatory authorities. Completion
of the Offering is subject to a number of conditions, including without limitation, receipt of TSX Venture
Exchange ("TSXV") approval. The Company intends to use the proceeds from the Offering to fund the
ongoing exploration program at Castle Peak's Akorade project in Ghana, as well as, working capital.
In addition to other prospectus exemptions commonly relied on in private placements, such as the
accredited investor exemption, the Offering is being made available to qualifying existing shareholders
of the Company in reliance on BC Instrument 45-534
Exemption from prospectus requirement for
certain trades to existing security holders and other provincial equivalents
(the "Existing Security
Holder Exemption"). To comply with the criteria of the Existing Security Holder Exemption, the ability of
existing shareholders to participate in the Offering under the Existing Security Holder Exemption shall be
subject to, among other criteria, the following:
September 27, 2021, has been set as the record date (the "Record Date") for the purpose of
determining existing security holders entitled to purchase Units pursuant to the Existing Security
Holder Exemption;
To participate, a qualified shareholder must deliver an executed subscription agreement in the
required form, which will include the requirements of the Existing Security Holder Exemption;
The aggregate acquisition cost to a subscriber under the Existing Security Holder Exemption
cannot exceed $15,000 per twelve-month period unless that subscriber has obtained advice from
a registered investment dealer regarding the suitability of the investment; and
Subscriptions will be accepted by the Company on a "first come, first served basis"; therefore, if
the Offering is oversubscribed it is possible that a shareholder's subscription may not be accepted
by the Company.
Further terms and conditions shall be set out in the form of subscription agreement that will be made
available to interested shareholders, who are directed to contact the Company as soon as possible in
accordance with the contact information provided below.
Completion of the Offering is subject to approval by the TSX Venture Exchange.
Debt Settlement
The Company also reports that its board of directors has approved the settlement of up to $425,000 of
debt through the issuance of common shares of the Company (the "Debt Settlement"). Pursuant to the
Debt Settlement, the Company will issue up to 30,000,000 common shares of the Company to certain
creditors being Allan Green and Candel & Partners SAS (the "Creditors").
The Debt Settlement transactions involving the Creditors will constitute "related party transaction[s]"
under Multilateral Instrument 61-101 -
Protection of Minority Securityholders in Special Transactions
("MI 61-101"). All of the independent directors of the Company, acting in good faith, considered the
transactions and have determined that the fair market value of the securities being issued to insiders
and the consideration being paid is reasonable. The Company has determined that it is exempt from the
minority approval and formal valuation requirements under MI 61-101 in respect of the Debt Settlement
transactions, relying on the exemptions found in sections 5.5(1)(a) and (b) and 5.7(1)(a) of MI 61-101.
Completion of the Debt Settlement is subject to approval by the TSX Venture Exchange.
For further information, please contact:
"Iyad Jarbou"
Chief Financial Officer
Tel: 604.362.7685
Email:
Website:
https://castlepeakmining.com/
FORWARD-LOOKING AND OTHER CAUTIONARY INFORMATION
Except for statements of historical fact, this news release contains certain 'forward-looking information'
and 'forward-looking statements' within the meaning of applicable securities laws. This release may
contain statements that are forward looking statements and are subject to various risks and
uncertainties concerning the specific factors disclosed under the heading "Risk Factors" and
elsewhere in the Company's periodic filings with Canadian securities regulators. Such information
contained herein represents management's best judgment as of the date hereof based on information
currently available. As a result, readers are cautioned not to place undue reliance on these forward-
looking statements. The forward-looking statements contained in this news release are made as of the
date of this release. The Company does not assume the obligation to update any forward-looking
statement, except as required by law. For more information on the Company, investors should review
the Company's filings that are available at
www.sedar.com
.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) nor the Investment Industry Regulatory Organization of
Canada accepts responsibility for the adequacy or accuracy of this release.
The securities being offered have not been, nor will they be, registered under the United States
Securities Act of 1933, as amended, and may not be offered or sold in the United States, or to, or for
the account or benefit of, U.S. persons absent registration or an applicable exemption from
registration requirements. This press release shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of the securities in any jurisdictions in which such offer,
solicitation or sale would be unlawful. Any offering made will be pursuant to available prospectus and
registration exemptions and restricted persons to whom the securities may be sold in accordance with
the laws of such jurisdictions and by persons permitted to sell the securities in accordance with the
laws of such jurisdictions.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/98292