Canuc Resources Corporation Completes Reverse Takeover and Concurrent Financing
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www.canucresources.ca
FOR IMMEDIATE RELEASE TSX Venture Exchange
February 21st, 2017 Symbol: CDA
Shares Outstanding: 10,186,751
ISIN: CA1389093040
CANUC RESOURCES CORPORATION COMPLETES REVERSE TAKEOVER AND
CONCURRENT FINANCING
Toronto, Ontario – (February 21st, 2017)
Not for distribution in the United States or through United States wire services.
Completion of Reverse Takeover
Canuc Resources Corporation (“Canuc” or the “Company”) (TSX-V: CDA) is pleased to announce that
the Company has completed the reverse takeover tran saction previously announced, on the terms set out
in the business combination agreement dated August 26, 2016 (the “ Transaction”). The Transaction
involved the combination of Canuc and Santa Rosa Silver Mining Corp. (“ Santa Rosa”) by way of an
amalgamation of Santa Rosa and a wholly-owned subsid iary of Canuc, to form one company as a wholly-
owned subsidiary of Canuc. Pursuant to the amal gamation, all issued and outstanding securities in the
capital of Santa Rosa were converted into like issu ed and outstanding securities of Canuc on a two-for-
one basis. The Transaction was approv ed by written consent of the ho lders of more than 50% of the
issued and outstanding common shares of the Company held by disinterested shareholders.
Final approval of the Transaction and the listing of the combined entity remains subject to a receipt by the
TSX-V of satisfactory final documentation in respect of the Transaction and the issuance of the Final
Exchange Bulletin.
Completion of Concurrent Financing
The Company is also pleased to announce that it has closed the concurrent fi nancing of $2,000,000,
representing the maximum financing amount disclosed in the filing statement filed in connection with the
Transaction. The closing of this financing results in the issuance of 8,000,000 units, with each unit
comprised of one common share and one half of one common share purchase warrant, with each unit
priced at $0.25 (25 cents) and each share purchase warrant having a life of two years from the date of
issue and an exercise price of $0.50 (50 cents).
In connection with the financing, Canuc will pay commission to Finley Holdings Ltd, Bonaventure
Explorations Limited, and Leede Jones Gable In c. aggregating to $150,617 CAD, 602,468 commission
warrants and 75,064 commission units, with the commi ssion units having the same terms and conditions
as those units issued under the financing. The commi ssion warrants have an exercise price of $0.25 (25
cents) but otherwise have the same terms and conditions as the warrants issued under the financing. The
hold period for shares issued in the financing will be 4 months and funds will be used for the exploration
and development of the Company’s San Javier project in Sonora, Mexico and for general working capital
purposes.
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“We are very pleased to have satisfied the require ments of the Exchange for the RTO process involving
Santa Rosa Silver Mining Corp. (The San Javier Proj ect) and Canuc Resources Corporation. We will
now move forward as expeditiously as possible to obtain final approval from the TSX-V for the
resumption of trading of the Company’s shares, and then to confirm values and project characteristics as
outlined in our qualifying technical reports. We anticipate developing accretive shareholder value and are
excited about prospects for the San Javier Project and bringing to market this silver/gold property.” –
Chris Berlet.
Board of Directors and Management
Following completion of the Transaction, the board and management team consists of the following
individuals: Hubert Mockler (Director, Chairman and Chief Executive Officer), Christopher Berlet
(Director), Marc-André Lavoie (Director), Paul Da vis (Director), Bruce Reid (Director) and Julio
DiGirolamo (Chief Financial Officer). In due cour se, the Company intends to augment its board and
management teams with qualified individuals possessing financial, mining and geological experience. At
the relevant time a further press release will provide details of the backgrounds and credentials of such
individuals.
About Canuc
Canuc is a junior resources company engaged in the exploration and development of mineral properties in
North America. In addition, the company is active in the development of a natural gas field in Central
West Texas where it has an interest in seven produc ing gas wells. These wells generate a sustainable
cash-flow with the potential to increase income by the drilling and completion of additional wells.
For more information on the content of this release or about Canuc, please contact
Hub Mockler, CEO or Christopher J. Berlet, CFA
D i r e c t o r D i r e c t o r
239 254 – 0612 416 525 – 6869
[email protected] [email protected]
Disclaimer and Forward-Looking Statements
Neither the 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 of this release.
Information in this news release that is not current or historical factual information may constitute forward-
looking information, including future-oriented financ ial information and financial outlooks, within the
meaning of securities laws. This information is based on certain assu mptions regarding expected growth,
results of operations, performance, and business prospects and opportunities (collectively, the
“Assumptions”). While the Company considers these A ssumptions to be reasonable, based on information
currently available, they may prove to be incorrect. Fo rward-looking information is subject to a number of
risks, uncertainties and other factor s that could cause actual results to differ materially from what the
Company currently expects. These risks, uncertainties and other factors include, but are not limited to:
changes in the prevailing price of gold, changes in the prevailing price of natural gas, the Canada-United
States exchange rate, the volume of natural gas produced, which could affe ct revenues and production costs,
and uncertainties regarding governmental regulation (collectively, the “Risks”). For more exhaustive
information on these Risks you should refer to our Company’s filings with the securities regulatory
authorities, including the Company’s most recently fi led management’s discussion and analysis, which is
available on SEDAR at www.sedar.com. To the extent any forward-looking information in this news release
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constitutes future-oriented financial information or fina ncial outlooks, within the mea ning of securities laws,
such information is being provided to demonstrate th e potential of the Company and readers are cautioned
that this information may not be appropriate for any other purpose. Future-orie nted financial information
and financial outlooks, as with forward-looking information generally, are based on the Assumptions and
subject to the Risks. Actual results may differ materially from what the Company currently expects.
This news release also contains "f orward-looking statements" within the meaning of applicable securities
laws relating to the Transaction, including statements regarding the terms and conditions of the Transaction.
Readers are cautioned not to pla ce undue reliance on forward-lookin g statements. Actual results and
developments may differ materially from those contemplated by these statements depending on, among other
things, the risk that the parties w ill not proceed with the Transaction, that the ultimate terms of the
Transaction will differ from those currently contemplate d, and that the Transaction will not be successfully
completed for any reason (including the failure to satisfy the conditions to final approval imposed by the
TSXV). There can be no assurance th at the Transaction will be completed as proposed or at all. If the
Transaction is not completed, and th e Company continues as an independent entity, there is the risk that the
announcement of the Transaction and the dedication of substantial resources of the Company to the
completion of the Transaction could have an adv erse impact on the Compan y’s existing business and
strategic relationships, operating results and business generally. The statements in this news release are made
as of the date of this release. Additional informat ion identifying risks and un certainties related to the
Transaction is contained in Canuc's filings with the Ca nadian securities regulators, which are available at
www.sedar.com. Investors are cautione d that, except as disclosed in th e Filing Statement, any information
released or received with respect to the Transaction may not be accurate or complete and should not be relied
upon.
Other than as required under securities laws, we do not undertake to update any forward-looking
information at any particular time. The reader should not place undue importance on forward-looking
information and should not rely upon this information as of any other date. All forward-looking information
contained in this news release is expressly qualified in its entirety by this cautionary statement.