Churchill Announces Private Placement of up to C$1.5 Million
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Churchill Announces Private Placement of up to C$1.5 Million
Not for distribution to United States Newswire Services or for dissemination in the United States
TORONTO, December 6, 2021 (GLOBE NEWSWIRE) – Churchill Resources Inc. (“Churchill” or the “ Company”)
(TSXV: CRI) is pleased to announce a non-brokered private placement (the “Offering”) for gross proceeds of up
to C$1,500,000 from the sale of any combination of units of the Company (each, a “ Unit”) at a price of C$0.28
per Unit and flow-through units of the Company (each, a “ FT Unit”) at a price of C$0.31 per FT Unit. Red Cloud
Securities Inc. is acting as a finder in connection with the Offering.
Each Unit will consist of one common share of the Company (each, a “Unit Share”) and one half of one common
share purchase warrant (each whole warrant, a “ Warrant”). Each FT Unit will consist of one common share of
the Company to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (each,
a “FT Share”) and one half of one 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 the closing date
of the Offering.
The Company intends to use the proceeds of the Offering for the exploration of the Company’s key projects and
for general working capital purposes. 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”), 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 Canada 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.
The closing of the Offering is expected to occur on or about December 21 , 2021 and is subject to receipt of all
necessary regulatory approvals including the TSX Venture Exchange (“TSXV”). Finder’s fees on the sale of the
Units and FT Units will be payable in accordance with the policies of the TSXV . The Unit Shares, FT Shares ,
Warrant Shares and any common shares of the Company that are issuable from any finder’s warrants will be
subject to a hold period of four months and one day following the c losing date of the Offering in accordance
with applicable securities laws.
The securities offered have not been, and will not be, registered under the United States Securities Act of 1933,
as amended (the " U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the
United States or to, or for the account or benefit of, United States persons absent registration or an applicable
exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United
States, nor in any other jurisdiction.
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
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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" (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 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 expe cted 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
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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 conditions;
fluctuations in securities markets; fluctuations in spot and forward prices of gold, silver, base metals or certain
other commodities; fluctuations in currency mark ets (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 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, estimate d 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 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.