Canoe Mining Ventures Announces Closing of Private Placement Financing
Canoe Mining Ventures Announces Closing of Private Placement Financing
Toronto, Ontario – February 1, 2022 – Canoe Mining Ventures Corp. (TSXV:CLV) ( the “Company”) is
pleased to announce that it has closed a non-brokered private placement financing for gross proceeds of
CDN$510,000 through the issuance of 6,375,000 units in the capital of the Company (the “ Units”) at a
price of $0.08 per Unit (the “Offering”). Each Unit is comprised of one common share in the capital of the
Company (each, a “Common Share”) and one-half of one whole Common Share purchase warrant (each
whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to acquire one Common Share at a
price of $0.125 per Common Share until the date that is th ree years form the date of issuance . Gross
proceeds raised from the Offering will be used for working capital and general corporate purposes. All
securities issued in connection with the Offering will be subject to a hold period of four months plus a day
from the date of issuance and the resale rules of applicable securities legislation.
The Offering constitutes a related party transaction within the meaning of TSX Venture Exchange Policy
5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions
(“MI 61-101”) as insiders of the Company subscribed for 1,425,000 Units pursuant to the Offering. The
Company is relying on the exemptions from the valuation and minority shareholder approval requirements
of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61 -101, as the Company is not listed on a
specified market and the fair market value of the participation in the Offering by the insider does not exceed
25% of the market capitalization of the Company in accordance with MI 61-101.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities 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 may not be offered or
sold within the United States or to U.S. Persons as defined under applicable United States securities laws
unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from
such registration is available.
Prior to the completion of the Offering, Mr. Scott Kelly , beneficially owned and controlled, directly or
indirectly, 2,097,500 Common Shares and 262,500 Options representing 12.01% on an undiluted basis and
13.31% on a partially diluted basis. Following the completion of the Offering, Mr. Kelly beneficially owns
and controls, directly or indirectly, an aggregate of 3,022,500 Common Shares, 462,500 Warrants and
262,500 Options, representing approximately 12.67% of the Company’s issued and outstanding Common
Shares on an undiluted basis and 15.25% of the Company’s issued and outstanding on a partially diluted
basis.
On Behalf of the Board of Directors
Scott Kelly
Director and CEO
+1 416 998 4714
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of
the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release includes certain “forward-looking statements” within the meaning of that phrase under
Canadian securities laws. Without limitation, statements regarding future plans and objectives of the
Company are forward looking statements that involve various degrees of risk. Forward-looking statements
reflect management's current views with respect to possible future events and conditions and, by their
nature, are based on management's beliefs and assumptions and subject to known and unknown risks and
uncertainties, both general and specific to the Company. Although the Company believes the expectations
expressed in such forward-looking statements are reasonable, such statements are not guarantees of future
performance and actual results or developments may differ materially from those in our forward -looking
statements. The following are important factors that could cause the Company’s actual results to differ
materially from those expressed or implied by such forward looking statements: general market conditions,
the uncertainty of future profitability a nd the uncertainty of access to additional capital. Additional
information regarding the material factors and assumptions that were applied in making these forward
looking statements as well as the various risks and uncertainties facing the Company are described in
greater detail in the "Risk Factors" section of the Company’s annual Management's Discussion and
Analysis and other continuous disclosure documents file d with the Canadian securities regulatory
authorities which are available at www.sedar.com. The Company undertakes no obligation to update
forward-looking information except as required by applicable law. The reader is cautioned not to place
undue reliance on and the Company relies on litigation protection for forward-looking statements.