Copper Lake Announces Non-Brokered Private Placement
News Release No: 23-11
COPPER LAKE ANNOUNCES NON-BROKERED PRIVATE PLACEMENT
November 17, 2023 – Toronto, ON – Copper Lake Resources Ltd. (TSX -V: CPL, Frankfurt:
WOI, OTC: WTCZF) (“Copper Lake” or the “Company”) is pleased to announce that it intends to
complete a non-brokered private placement financing for total gross proceeds of up to $2,500,000.
The financing will consist of up to 30,000,000 Non Flow-Through Units (“NFT Units”) at a price
of $0.025 per NFT Unit and up to 70,00,000 Flow-Through Units (“FT Units”) at a price of $0.025
per FT Unit. Each NFT Unit is comprised of one common share in the capital of Copper Lake (a
“Common Share”) and one Common Share purchase warra nt (a “Warrant”). Each FT Unit is
comprised of one Flow -Through common share and one -half of one Common Share purchase
warrant (each whole warrant a “Warrant”). Each Warrant entitles the holder to acquire one
additional share at an exercise price of $0.10 per Common Share. Warrants issued as part of the
NFT Units will be exercisable for a period of 36 months from the closing date. Warrants issued as
part of the FT Units will be exercisable for a period of 24 months from the closing date.
The Warrants shall be subject to an accelerated expiry date clause whereby. At any time following
the expiry of the four-months and one day hold period, should the weighted average closing price
of the Common Shares on the TSX Venture Exchange (the “TSX -V”) be more than $0.20 for a
period of 15 consecutive trading days, the Company shall be entitled to accelerate the expiry date
of the warrants to a date which is 30 days following the date on which the Company announces
the accelerated expiry of the Warrants by press release.
Closing of the proposed private placement is subject to obtaining all required approvals, including
the approval of the TSX -V and any other regulatory approval. All securities issued pursuant to
the private placement will be subject to a hold period of four months and one day from the date of
issuance under applicable securities laws. The securities have not been, and will not be, registered
under the United States 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 requirements or pursuant to exemptions
therefrom. This press release does not constitute an offer to sell or a solicitation to buy any
securities in any jurisdiction.
The Company may pay a finder’s fee consisting of cash and finders’ warrants to certain qualified
individuals. Each finders’ warrant would be issued upon the same terms as the NFT Unit Warrants
issued as part of the offering.
The financing is expected to close on or about December 7 , 2023. The net proceeds of the
financing will be used for exploration at the Company’s Marshall Lake project and for general
working capital purposes. In accordance with applicable Canadian securities laws, all securities
issued pursuant to the private placement will have a hold period of four months and one day from
the date of issuance.
ABOUT COPPER LAKE RESOURCES
Copper Lake Resources Ltd. is a publicly traded Canadian mineral exploration and development
company with interests in two projects both located in Ontario. www.copperlakeresources.com
The Marshall Lake high-grade VMS copper, zinc, silver and gold project, comprises an area of
approximately 220 square km located 120 km north of Geraldton, Ontario and is accessible by
all-season road from the Trans-Canada Highway and just 22 km north of the main CNR rail line.
Copper Lake has a 79.45% interest in the joint ventured property, which consists of 233 claims
and 52 mining leases. The project also includes 148 claim cells staked in 2018 and 2020 that are
100% owned and not subject to any royalties, which add approximately 30 square km to the
original property.
In addition to the original Marshall Lake property above, Marshall Lake also includes the Sollas
Lake and Summit Lake properties, which are 100% owned by the Company and are not subject
to any royalties. The Sollas Lake property consists of 20 claim cells comprising an area of 4
square km on the east side of the Marshall Lake property where historical EM airborne
geophysical surveys have outlined strong conductors on the property hosted within the same
favorable felsic volcanic units. The Summit Lake property currently consists of 100 claim cells
comprising an area of 20.5 square km, is accessible year-round, and is located immediately west
of the original Marshall Lake property. The Marshall Lake project is located in the traditional
territories of the Aroland and Animbiigoo Zaagi igan Anishinaabek (“AZA”) First Nations.
Copper Lake has a 69.79% joint venture interest in the Norton Lake nickel, copper, cobalt, and
palladium PGM property, located in the southern Ring of Fire area, is approximately 100 km
north of the Marshall Lake Property. The Norton Lake property is located in the traditional
territories of the Eabametoong (“Fort Hope”) and Neskantaga First Nations.
On behalf of the Board of Directors,
Copper Lake Resources Ltd.
Terry MacDonald, CEO
(416) 561-3626
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 or accuracy of
this release.
Cautionary and Forward-Looking Statements
This news release includes certain forward -looking statements and forward- looking information (collectively,
"forward-looking statements") within the meaning of applicable Canadian securities legislation. All statements, other
than statements of historical fact, included herein including, without limitation, statements regarding the Private
Placement and proposed uses of the proceeds of the Private Placement, are forward-looking statements. Although the
Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to
be correct. Often, but not always, forward looking information can be identified by words such as "pro forma",
"plans", "expects", "will", "may", "should", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates",
"believes", "potential" or variations of such words including negative variations thereof, and phrases that refer to
certain actions, events or results that may, could, would, might or will occur or be taken or achieved. Forward-looking
statements involve known and unknown risks, uncertainties and other factors which may cause the actual results,
performance or achievements of the Company to differ materially from any future results, performance or
achievements expressed or implied by the forward- looking statements. This forward-looking information reflects the
Company’s current beliefs and is based on information currently available to the Company and on assumptions the
Company believes are reasonable. These assumptions include, but are not limited to: TSX Venture Ex change
acceptance of the Private Placement ; market acceptance and approvals; and the anticipated closing date for the
Private Placement . Forward -looking information is subject to known and unknown risks, uncertainties and other
factors that may cause the actual results, level of activity, performance or achievements of the Company to be
materially different from those expressed or implied by such forward-looking information. Such risks and other factors
may include, but are not limited to: general business, economic, competitive, political and social uncertainties;
general capital market conditions and market prices for securities; delay or failure to receive board or regulatory
approvals; the actual results of future operations; competition; changes in legislation, including environmental
legislation, affecting the Company; the timing and availability of external financing on acceptable terms; and lack of
qualified, skilled labour or loss of key individuals. A description of additional assumptions used to develop such
forward-looking information and a description of additional risk factors that may cause actual results to differ
materially from forward - looking information can be found in the Company’s disclosure documents SEDAR + at
www.sedarplus.ca. Although the Company has attempted to identify important factors that could cause actual results
to differ materially from those contained in forward-looking information, there may be other factors that cause results
not to be as anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not
exhaustive. Readers are further cautioned not to place undue reliance on forward- looking information as there can
be no assurance that the plans, intentions or expectations upon which they are placed will occur. Forward- looking
information contained in this news release is expressly qualified by this cautionary statement. The forward- looking
information contained in this new s release represents the expectations of the Company as of the date of this news
release and, accordingly, is subject to change after such date. However, the Company expressly disclaims any
intention or obligation to update or revise any forward- looking information, whether as a result of new information,
future events or otherwise, except as expressly required by applicable securities law.