Canoe Mining Ventures Announces Private Placement Financing
Canoe Mining Ventures Announces Private Placement Financing
Toronto, Ontario – January 21, 2022 – Canoe Mining Ventures Corp. (TSXV:CLV) ( the “Company”) is
pleased to announce a non -brokered private placement financing for gross proceeds of CDN$500,000
through the issuance of 6,250,000 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 three years form the date of issuan ce (the “ Warrant Term”),
provided, however, that should the closing price at which the Common Shares trade on the TSX Venture
Exchange (or any such other stock exchange in Canada as the Common Shares may trade at the applicable
time) at $0.16 or higher for ten (10) trading days within any thirty (30) day trading day period at any time
following the date that is four months and one day after the date of issuance, the Company may accelerate
the Warrant Term (the “Reduced Warrant Term”) such that the Warrants shall expire on the date which
is ten (10) days following the date a press release is issued by the Company announcing the Reduced
Warrant Term, subject to adjustments in certain events . Gross proceeds raised from the Offering will be
used for working capital and general corporate purposes.
Closing of the Offering is subject to receipt of all necessary corporate and regulatory approvals, including
the approval of TSX Venture Exchange. 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 may constitute 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 may subscribe for 1,300,00 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. The Company
will file a material change report in respect of the related party transaction at least 21 days before the closing
of the of the Offering.
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 unde r 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.
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 an d
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 developmen ts 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 and 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 vari ous 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 regulator y
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.