Churchill Announces Closing of Flow-Through Private Placement
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Churchill Announces Closing of Flow-Through Private Placement
TORONTO, December 30, 2021 (GLOBE NEWSWIRE) – Churchill Resources Inc. (“Churchill” or the “Company”)
(TSXV: CRI) is pleased to announce the closing of a non-brokered private placement consisting of the sale of
2,403,257 flow-through units of the Company (each, a “FT Unit”) at a price of C$0.31 per FT Unit for aggregate
gross proceeds of approximately $745,000 (the “Offering”).
Each FT Unit consisted of one common share of the Company issued as a “flow -through share” within the
meaning of the Income Tax Act (Canada) (each, a “ FT Share”) and one half of one common share purchase
warrant (each whole warrant, a “ Warrant”). Each Warrant will entitle the holder thereof to purchase one
common share of the Company (each, a “ Warrant Share”) at a price of C$0.42 for a period of 24 months
following the closing date of the Offering.
The Company intends to use the gross proceeds from the issuance of the FT Shares for “Canadian Exploration
Expenses” (within the meaning of the Income Tax Act (Canada)) (the “ Qualifying Expenditures”) on its key
projects in Canada , which will be renounced with an effective date no later than December 31, 2021 to the
purchasers of the FT Units in an aggregate amount not less than the gross proceeds raised from the issue of the
FT Shares. If the Qualifying Expenditures are reduced by the Can ada Revenue Agency, the Company will
indemnify each subscriber of FT Units for any additional taxes payable by such subscriber as a result of the
Company’s failure to renounce the Qualifying Expenditures.
Red Cloud Securities Inc. acted as a finder in connection with the Offering. Pursuant to the Offering, the Company
paid total cash finder’s fees of C$50,750 and issued to Red Cloud 163,712 finder warrants of the Company (the
“Finder’s Warrants”). Each Finder’s Warrant is exercisable to acquire one common share of the Company at a
price of C$0.28 at any time on or before December 30, 2023.
The securities issued pursuant to the Offering (including the Finder’s Warrants) are subject to a hold period of
four months and one day following the closing date of the Offering in accordance with applicable securities laws.
Mr. Paul Sobie, President and Chief Executive Officer of the Company acquired 64,517 FT Units in connection
wit the Offering. Participation by Mr. Sobie in the Offering was considered a “related party transaction” pursuant
to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).
The Company was exempt from the requirements to obtain a formal valuation or minority shareholder approval
in connection with the participation of Mr. Sobie in the Offering in reliance of sections 5.5(a) and 5.7(1)(a) of MI
61-101. A material change report will be filed in connection with the participation of Mr. Sobie in the Offering
less than 21 days in advance of the closing of the Offering, which the Company deemed reasona ble in the
circumstances so as to be able to avail itself of potential financing opportunities and complete the Offering in
an expeditious manner.
About Churchill Resources Inc.
Churchill is managed by career mining industry professionals and currently h olds four exploration projects,
namely Taylor Brook in Newfoundland, Florence Lake in Labrador, Pelly Bay in Nunavut and White River in
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Ontario. All projects are at the evaluation stage, with known mineralized Ni -Cu-Co showings at Taylor Brook,
Florence Lake and Pelly Bay, and diamondiferous kimberlitic intrusives at White River and Pelly Bay. The primary
focus of Churchill is on the continued exploration and development of the Taylor Brook and Florence Lake Nickel
Projects.
Further Information
For further information regarding Churchill, please contact:
Churchill Resources Inc.
Paul Sobie, Chief Executive Officer
Tel. +1 416.365.0930 (o)
+1 647.988.0930 (m)
Email [email protected]
Alec Rowlands, Corporate Consultant
Tel. +1 416.721.4732 (m)
Email [email protected]
Cautionary Note Regarding Forward Looking Information
This news release contains "forward -looking information" and "forward -looking statements" (collect ively,
forward-looking statements") within the meaning of the applicable Canadian securities legislation. All
statements, other than statements of historical fact, are forward -looking statements and are based on
expectations, estimates and projections as a t the date of this news release. Any statement that involves
discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions,
future events or performance (often but not always using phrases such as "expects", or "does not expect", "is
expected", "anticipates" or "does not anticipate", "plans", “proposed”, "budget", "scheduled", "forecasts",
"estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions,
events or resu lts "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not
statements of historical fact and may be forward -looking statements. In this news release, forward -looking
statements relate to, among other things, the use of proceeds from the Offering, the Company’s objectives,
goals and exploration activities conducted and proposed to be conducted at the Company’s properties; future
growth potential of the Company, including whether any proposed exploration programs at any of the
Company’s properties will be successful; exploration results; and future exploration plans and costs and
financing availability.
These forward-looking statements are based on reasonable assumptions and estimates of management of
the Company at the time such statements were made. Actual future results may differ materially as 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 materially differ from any future results,
performance or achievements expressed or implied by such forward-looking statements. Such factors, among
other things, include: the expected benefits to the Company relating to the exploration conducted and
proposed to be conducted at the Company’s properties; the receipt of all applicable regulatory approvals for
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the Offering; the completion of the Offering on the terms described herein, or at all; failure to identify any
mineral resources or significant mineralization; the preliminary nature of metallurgical test results;
uncertainties relating to the availability and costs of financing needed in the future, including to fund any
exploration programs on the Company’s properties; fluctuations in general macroeconomic conditi ons;
fluctuations in securities markets; fluctuations in spot and forward prices of gold, silver, base metals or certain
other commodities; fluctuations in currency markets (such as the Canadian dollar to United States dollar
exchange rate); change in nati onal and local government, legislation, taxation, controls, regulations and
political or economic developments; risks and hazards associated with the business of mineral exploration,
development and mining (including environmental hazards, industrial accid ents, unusual or unexpected
formations pressures, cave -ins and flooding); inability to obtain adequate insurance to cover risks and
hazards; the presence of laws and regulations that may impose restrictions on mining and mineral
exploration; employee relat ions; relationships with and claims by local communities and indigenous
populations; availability of increasing costs associated with mining inputs and labour; the speculative nature
of mineral exploration and development (including the risks of obtaining necessary licenses, permits and
approvals from government authorities); the unlikelihood that properties that are explored are ultimately
developed into producing mines; geological factors; actual results of current and future exploration; changes
in project parameters as plans continue to be evaluated; soil sampling results being preliminary in nature and
are not conclusive evidence of the likelihood of a mineral deposit; title to properties; and those factors
described in the most recently filed managemen t’s discussion and analysis of the Company. Although the
forward-looking statements contained in this news release are based upon what management of the
Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure
shareholders that actual results will be consistent with such forward -looking statements, as there may be
other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should
not place undue reliance on forward -looking statements and information. There can be no assurance that
forward-looking information, or the material factors or assumptions used to develop such forward -looking
information, will prove to be accurate. The Company does not undertake to release publicly any revisions for
updating any voluntary forward-looking statements, except as required by applicable securities law.
Neither the TSX Venture Exchange (“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.