Pacific Cascade Announces Partial Revocation Order and Private Placement
PACIFIC CASCADE MINERALS INC.
665 Dougall Road
Gibsons B.C. V0N 1V8
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PRESS RELEASE
November 22, 2018 TSX-V: PCV
Pacific Cascade Announces Partial
Revocation Order and Private Placement
Pacific Cascade Minerals Inc. ( the “Company”) announces that the British Columbia Securities
Commission (“ BCSC”) has partially revoked the cease trade order issued against the Company on
February 5, 2016 (the “CTO”) for failing to file certain outstanding continuous disclosure documents in a
timely manner.
The Company applied for the partial revocation order (the “ Partial Revocation Order”) to complete an
exempt non-brokered private placement (the “Private Placement”) of up to $150,000.00 principal amount
of unsecured convertible promissory notes (the “Notes”). The Notes will bear interest at the rate of seven
(7%) percent per annum, convertible at the option of the holder into securities of the Company following
re-activation of the Company as a Tier 2 issuer on the TSXV. The term of the Notes will be one ye ar.
The principal amount of the Notes will be convertible following re -activation of the Company as a Tier 2
issuer to units (the “ Units”) of securities of the Company for the price of $0.05 per Unit. Each Unit will
consist of one common share of the Company and one share purchase warrant exercisable for $0.10 for
a period of two (2) years from the date of re-activation, for one additional common share of the Company.
The proceeds of the Private Placement will be used to prepare and file all outstanding c ontinuous
disclosure documents with the BCSC and Alberta Securities Commission and pay the associated fees,
to pay certain receivables and for general working capital purposes . Once those filings have been
completed, the Company expects to apply for a full revocation of the CTO.
Before completion of the Private Placement, each potential investor will receive a copy of the CTO and
the Partial Revocation Order, and will be required to provide an acknowledgement to the Company that
all of the Company’s securities, including the Units, and any shares and/or warrants issued in connection
with the Private Placement, will remain subject to the CTO until such order is fully revoked, and that the
granting of the Partial Revocation Ordre by the BCSC does not guarantee the issuance of a full revocation
order in the future. In addition, in accordance with app licable securities legislation, the Notes and any
and all securities issued by the Company upon conversion in whole or in part of the Notes will be subject
to a hold period of four months and a day from the closing date of the Private Placement.
It is expected some portion of the Private Placement will be subscribed for by directors and officers of
the Company. The issuance of securities to a director or officer pursuant to the Private Placement is
considered to be a “related party transaction” under Multi lateral Instrument 61-101 (“MI 61-101”), but is
exempt from the valuation and minority shareholder approval requirements of MI 61-101 as the Company
is listed on the CSE and neither the fair market value of securities being issued to related parties nor the
consideration being paid by related parties will exceed 25% of the Company's market capitalization.
On behalf of the Board of Directors
“Harold Forzley”
President / CEO
Pacific Cascade Minerals Inc.
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For more information contact Harold Forzley, President
Neither 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
release.
Forward Looking Statements
Certain of the statements made and information contained herein may contain forward - looking
information within the meaning of applicable Canadian securities laws. Forward -looking information
includes, but is not limited to, informatio n concerning the Company's intentions with respect to the
development of its mineral properties. Forward -looking information is based on the views, opinions,
intentions and estimates of management at the date the information is made, and is based on a number
of assumptions and subject to a variety of risks and uncertainties and other factors that could cause
actual events or results to differ materially from those anticipated or projected in the forward -looking
information (including the actions of other parties who have agreed to do certain things and the approval
of certain regulatory bodies). Many of these assumptions are based on factors and events that are not
within the control of the Company and there is no assurance they will prove to be correct. 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. The Company undertakes no
obligation to update forward-looking information if circumstances or management's estimates or opinions
should change except as required by applicable securities laws, or to comment on analyses, expectations
or statements made by third parties in respect of the Company, its financial or operating r esults or its
securities. The reader is cautioned not to place undue reliance on forward-looking information.