Cullinan Metals Announces Closing of Flow-Through Private Placement
(CSE: CMT) (OTCQB: CMTNF)
604-669-9788 [email protected] cullinanmetals.com
Cullinan Metals Announces
Closing of Flow-Through Private Placement
Vancouver, B.C., June 13, 2023 – Cullinan Metals Corp. (CSE: CMT)(OTCQB: CMTNF) (" Cullinan" or the
“Company”) is pleased to announce that further to its news release dated June 7 , 2023, it has closed a
non-brokered private placement of 625,000 flow-through Units (“FT Units”) at a price of $0.40 per flow-
through Unit for gross proceeds of up to $250,000 (the “FT Offering”).
Each FT Unit is comprised of (a) one (1) “flow through” common share (each, a “FT Share”) that will qualify
as “flow-through shares” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the
“Act”); and (b) one-half of one transferrable “non-flow-through” common share purchase warrant (each
whole warrant, a “ NFT Warrant”) exercisable for one non -flow-through common share (each, a “ NFT
Share”) at a price of $0.60 per NFT Share for a period of two (2) years from the closing date of the Offering.
In the event that the Shares trade at a price of $1.00 and above for ten (10) consecutive trading days, the
Company may, at its option, accelerate the NFT Warrant expiry date by providing notice (the
“Acceleration Notice”) to the NFT Warrant holders by way of a news release that the NFT Warrants will
expire on the 30th day from the date of the Acceleration Notice.
In connection with the Offering, the Company will pay finder’s fees consisting of $ 15,000 and 37,500
finder’s warrants (the “Finder’s Warrant”). The Finder’s Warrants are non-transferable and exercisable at
price of $0.40 per NFT Share for a period of two (2) years from the closing date of the Offering.
The gross proceeds from the issuance of the FT Units will be used to incur “Canadian exploration
expenses” and will qualify as “flow-through mining expenditures” as defined under subsection 127(9) of
Act (the " Qualifying Expenditures "). The Company will renounce the Qualifying Expenditures to the
subscribers with an effective date of no later than December 31, 2023, and as required under the Act.
The securities issued under the Offering are subject to a statutory hold period of four months and one day
in accordance with applicable securities legislation.
The securities offered have not been and will not be registered under the United States Securities Act of
1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold
within the United States or to, or for the account or benefit of, U.S. persons unless registered under the
604-669-9788 [email protected] cullinanmetals.com
U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is
available.
On Behalf of the Board,
CULLINAN METALS CORP.
Marc Enright-Morin
CEO, Director
(604) 669-9788
About Cullinan Metals Corp.
Cullinan Metals Corp. is a Canadian mining and exploration c ompany focused on the development of
energy metals. Cullinan is focused on key energy resources such as the development of copper, graphite
and lithium assets around the world.
Neither the Canadian Securities Exchange nor its regulation services provider accepts responsibility for the
adequacy of accuracy of this release. No stock exchange, securities commission or other regulatory
authority has approved or disapproved the information contain herein.
Forward-Looking Statements
Forward-looking statements in this news release may include, but are not limited to, statements relating
to those in respect of the proposed FT Offering, including the size, pricing and timing thereof, the type of
securities being offered thereunder, the i nvestors participating therein, the intended use of proceeds
therefrom, the tax treatment of the securities to be issued under the FT Offering pursuant to the Act and
Taxation Act (Quebec), the timing to renounce all Qualifying Expenditures in favour of t he subscribers (if
at all), and the conditions and approvals required and applications being filed in connection therewith.
Although the Company 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 Company 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 i nherent risks
and uncertainties. Actual results could differ materially from those currently anticipated due to a number
of factors and risks. Certain of these risks are set out in more detail in the Company's Annual Information
Form for the financial year ended September 30, 2022, dated as of January 17, 2023 which has been filed
on SEDAR and can be accessed at www.sedar.com. The forward-looking statements contained in this news
release are made as of the date hereof, and except as may be required by appli cable securities laws, the
Company assumes no obligation or intent to update publicly or revise any forward- looking statements
made herein or otherwise, whether as a result of new information, future events or otherwise.