Churchill Announces Non-Brokered Private Placement of up to C$1 Million of Flow-Through Shares
1
Churchill Announces Non-Brokered Private Placement of up to C$1 Million
of Flow-Through Shares
TORONTO, June 2, 202 3 (GLOBE NEWSWIRE) – Churchill Resources Inc. (“Churchill” or the
“Company”) (TSXV: CRI) is pleased to announce a best-efforts, non-brokered private placement (the
“Offering”) of up to C$1,000,000 from the sale of up to 9,090,909 common shares in the capital of the
Company, each to be issued on a “flow-through” basis (each, an “FT Share”) within the meaning of the
Income Tax Act (Canada) (the “Tax Act”) at a price of C$0.11 per FT Share.
The Company intends to use the gross proceeds from sale of the FT Shares for exploration activities
on the Company's key projects located in Newfoundland and Labrador and to incur eligible Canadian
Exploration Expenses (within the meaning of the Tax Act) that will qualify for qualify for the federal 30%
Critical Mineral Exploration Tax Credit.
The Offering is scheduled to close on or around June 12, 2023, and is subject to certain conditions
including, but not limited to, the receipt of all necessary approvals including the approval of the TSX
Venture Exchange (the “TSXV”).
The Company may pay a cash fee to certain eligible finders of up to 5.0% of the aggregate gross
proceeds of subscriptions facilitated by such finders pursuant to the Offering.
About Churchill Resources Inc.
Churchill Resources Inc. is a Canadian exploration company focused on high grade, magmatic nickel
sulphides in Canada, principally at its prospective Taylor Brook and Florence Lake properties in
Newfoundland & Labrador. The Churchill management team, board and its advisors have decades of
combined management experience in mineral explor ation and in the establishment of successful
publicly listed mining companies, both in Canada and around the world. Churchill’s Taylor Brook and
Florence Lake projects have the potential to benefit from the province’s large and diversified minerals
industry, which includes world class nickel mines and processing facilities, and a well -developed
mineral exploration sector with locally based drilling and geological expertise. The province was recently
ranked 4th in the world for investment attractiveness by t he Fraser Institute in its 2022 annual survey
of mining and exploration companies.
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]
2
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 completion of the Offering, including receipt of all necessary regulatory approvals, the Company’s objectives, goals
and exploration activities conducted and proposed to be conduct ed 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 u nknown 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 costs of financing n eeded 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, base metals or certa in 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 developments; risks and hazards
associated with the business of mineral exploration, development and mining (including environmental hazards, industrial
accidents, 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 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 properties that are expl ored 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 material factors or ass umptions 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.