Culico Metals Inc. Announces Non-Brokered Priv Ate Placement of up to C$1.6 Million
CULICO METALS INC. ANNOUNCES NON-BROKERED PRIV ATE PLACEMENT OF UP
TO C$1.6 MILLION
/ NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/
TORONTO, Ontario – (September 11, 2024) Culico Metals Inc. (TSX V: CLCO) (" Culico", or the
"Corporation"), a TSXV Sandbox issuer, is pleased to announce that it has launched a non-brokered private
placement (the " Offering") of up to 25,000,000 common shares of the Corporation (the " Common
Shares") at a price of C$0.064 per Common Share for aggregate gross proceeds of up to C$1.6 million.
The Corporation intends to use the net proceeds of the Offering to pay for due diligence and other costs
relating to potential transactions it is considering and for general corporate purposes.
The Offering is scheduled to close on or about September 24, 2024, or such other date as the Corporation
may determine and is subject to satisfaction of certain conditions including, but not limited to, the receipt
of all necessary regulatory and other approvals including that of the TSX Venture Exchange (the "TSXV").
The Common Shares issued pursuant to the Offering will be subject to a four -month plus one day hold
period commencing on the day of the closing of the Offering under applicable Canadian securities laws.
Certain officers and directors of the Corporation are expected to subscribe for Common Shares under the
Offering on the same terms as arm's length investors. The participation of such directors and officers in the
Offering will constitute a "related party transaction" for the purposes of Multilateral Instrument 61 -101 –
Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Corporation intends
to rely on exemptions from the requirements to obtain a formal valuation and minority shareholder approval
in connection with the Offering in reliance on sections 5.5(a) and 5.7(1)(a) , respectively, of MI 61-101, as
the fair market value of the transaction, insofar as it involves interested parties, is not expected to exceed
25% of the Corporation's market capitalization. The Corporation will not be able to file a material change
report containing all of the disclosure required by MI 61-101 more than 21 days before the expected closing
date of the Offering as the aforementioned insider participation has not been confirmed and the Corporation
wishes to close the Offering as expeditiously as possible.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities
described herein in the United States. The securities 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, accordingly, may not be offered or sold within the United States except in compliance with the
registration requirements of the U.S. Securities Act and applicable state securities laws, unless an exemption
from such registration is available.
About Culico Metals Inc.
Culico is a company focused on creating value in the mineral exploration, development and production
sector. Culico's current assets include a 1% lithium royalty on certain mining interests held by Kali Metals
Limited (ASX:KM1) and the right to receive a deferred consideration payment due to the on-sale of the
Dumont project. The Dumont project is a large-scale nickel deposit located 25 km west of the town of Amos
in the established Abitibi mining camp in the mining-friendly Canadian province of Québec. Culico holds
an interest in the net proceeds from a future sale or other monetization event involving the Dumont project.
Cautionary Note Regarding Forward-looking Statements
This news release contains certain "forward -looking statements" under applicable Canadian securities
laws concerning the business, operations and financial performance and condition of Culico. Except for
statements of historical fact relating to Culico , all statements included herein are forward-looking
News Release | TSXV: CLCO 2
statements. The words "believe", "expect", "strategy", "target", "plan", "scheduled", "commitment",
"opportunities", "guidance", "project", "continue", "on track", "estimate", "growth", "forecast",
"potential", "future", "extend", "planned", "will", "could ", "would", "should", "may" and similar
expressions typically identify forward-looking statements. In particular, this news release contains forward-
looking statements including, without limitation, information and statements regarding: the timing and
completion of the Offering; the anticipated closing date of the Offering, the ability to obtain all necessary
regulatory approvals, including the approval of the TSXV; and the business and operations of Culico.
Forward-looking statements are necessarily based on the opinions and estimates of management at the date
the statements are made and are 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
projected in the forward-looking statements. Many of these assumptions are based on factors and events
that are not within the control of Culico and there is no assurance they will prove to be correct.
These factors are discussed in greater detail in Culico 's TSXV Form 2B – Listing Application, filed under
the Corporation's issuer profile on SEDAR+, which also provide s additional general assumptions in
connection with these statements. Culico cautions that the foregoing list of important factors is not
exhaustive. Investors and others who base themselves on forward -looking statements should carefully
consider the above factors as well as the uncertainties they represent and the risk they entail.
Although Culico has attempted to identify important factors that could cause actual actions, events or
results to differ materially from those described in forward-looking statements, there may be other factors
that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance
that forward-looking statements will prove to be accurate, as actual results and future events could differ
materially from those anticipated in such statements. Culico undertakes no obligation to update forward-
looking statements if circumstances or management's estimates or opinions should change except as
required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-
looking statements. Comparative ma rket information is as of a date prior to the date of this document.
Further, the forward-looking statements included herein speak only as of the date of this news release.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the
TSXV) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange,
securities commission or other regulatory authority has approved or disapproved the information
contained herein.
Investors are advised that the Corporation has been listed on TSXV as a TSXV Sandbox Listing as
the Corporation did not meet all TSXV’s listing requirements at the time of listing. Investors are
advised to read the Corporation's news release dated August 14, 2024 to review all waivers granted
in connection with the Corporation's listing, details on the listing conditions imposed on the
Corporation, the exit conditions the Corporation must meet in order to exit TSXV Sandbox, and any
consequences if the Corporation does not meet these exit conditions. There can be no assurance that
the Corporation will meet all the E xit Conditions. For details on TSXV Sandbox, please visit
(https://www.tsx.com/en/listings/tsx-and-tsxv-issuer-resources/tsx-venture-exchange-issuer-
resources/tsxv-sandbox).
News Release | TSXV: CLCO 3
For more information contact:
Paul Huet
Chief Executive Officer
Phone: 775-386-2468
Email: [email protected]
Culico Metals Inc.
www.culicometals.com