Churchill Announces Closing of Flow-Through Private Placement
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Churchill Announces Closing of Flow-Through Private Placement
TORONTO, December 30, 2022 (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 4,634,170 flow-through units of the Company (each, a “ FT Unit”) at a price of
$0.15 per FT Unit for aggregate gross proceeds of approximately $695,000 (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 (½) 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 $0. 22 for a
period of 24 months following the closing date of the Offering.
The Company intends to use the proceeds of the Offering for the expl oration of the Company’s key
projects in Newfoundland and Labrador. The gross proceeds from the issuance of the FT Shares will
be used for “Canadian Exploration Expenses” (within the meaning of the Income Tax Act (Canada))
(the “Qualifying Expenditures”), and that qualify for the federal 30% Critical Mineral Exploration Tax
Credit announced in the federal budget on April 7, 2022, which will be renounced with an effective date
no later than December 31, 2022 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 Canada Revenue Agency, the Company will indemnify each subscriber of FT Units for
any additional taxes payable by such subscri ber 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 and received a cash finder’s
fees of $ 45,853.50 and 305,690 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 $0.15 at
any time on or before December 30, 2024.
The securities issued pursuant to the Offering are subject to a statutory hold period of four months and
one day following the closing date in accordance with applicable securities laws.
Mr. Paul Sobie, President and Chief Executive Officer of the Company acquired 133,500 FT Units in
connection wit h the Offering. Following the completion of the Offering, Mr. Sobie owns, directly or
indirectly, approximately 3.9% of the issued and outstanding common shares of the Company on a non-
diluted basis. Participation by Mr. Sobie in the Offering was considered a “related par ty 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 connec tion 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 reasonable in the circumstances so as to be able
to avail itself of potential financing opportunities and complete the Offering in an expeditious manner.
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About Churchill Resources Inc.
Churchill is managed by career mining industry professionals and currently holds four exploration
projects, namely Taylor Brook in Newfoundland, Florence Lake in Labrador, Pelly Bay in Nunavut and
White River in Ontario. All projects are at the evaluation stage, with known mineralized Nickel-Copper-
Cobalt showings at Taylor Brook, Florence Lake and Pelly Bay, and significantly 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" (collectively, 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 at 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 results "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, including receipt of all necessary regulatory approvals, the Company’s objectives,
goals and exploration activities conducted and propo sed 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 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 cos ts of financing needed in the future, including to fund any exploration
programs on the Company’s properties; fluctuations in general macroeconomic conditions; fluctuations in securities
markets; fluctuations in spot and forward prices of gold, silver, bas e metals or certain other commodities; fluctuations in
currency markets (such as the Canadian dollar to United States dollar exchange rate); change in national and local
government, legislation, taxation, controls, regulations and political or economic dev elopments; risks and hazards
associated with the business of mineral exploration, development and mining (including environmental hazards, industrial
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accidents, unusual or unexpected formations pressures, cave -ins and flooding); inability to obtain adequat e insurance to
cover risks and hazards; the presence of laws and regulations that may impose restrictions on mining and mineral
exploration; employee relations; 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 propert ies 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 management’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 materi al 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 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.