Churchill Closes $4 Million Private Placement
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Churchill Closes $4 Million Private Placement
TORONTO, March 31, 2022 (GLOBE NEWSWIRE) – Churchill Resources Inc. (“Churchill” or
the “ Company”) (TSXV: CRI ) is pleased to announce that it has completed its previously
announced brokered private placement consisting of the sale of units (the “ Units”) and flow -
through units (the “ FT Units”, and together with the Units, the “ Offered Securities”), for
aggregate gross proceeds of C$4,000,000 (the “Offering”). The Offering was led by Red Cloud
Securities Inc. and included Canaccord Genuity Corp. (the “ Agents”). Due to strong investor
demand, the Offering was upsized from its original gross proceeds of C$2,500,000 and included
the full exercise of the Agents’ over-allotment option.
Paul Sobie, CEO of Churchill stated, “We were very pleased at the high interest level in this
financing and with it closing, the Company is now set up for comprehensive nickel exploration
programs at both Taylor Brook in Western Newfoundland, and Florence Lake in East-central
Labrador, for the coming year.”
Under the Offering, the Company sold 4,687,500 Units at a price of C$0.32 per Unit and 7,142,857
FT Units at a price of C$0.35 per FT Unit. Each Unit was comprised of one common share in the
capital of the Company (each, a “Common Share”) and one-half of one Common Share purchase
warrant (each whole warrant, a “Warrant”). Each FT Unit was comprised of one Common Share
(an “ FT Sha re”) issued as a “flow -through share” within the meaning of the Income Tax Act
(Canada) and one-half of one Warrant. Each Warrant entitles the holder to purchase one
Common Share (a “ Warrant Share”) at a price of C $0.48 at any time on or before March 31,
2024. If the closing price of the Common Shares on the TSX Venture Exchange (the “ TSXV”) is
equal to or greater than C $0.75 for a period of 10 consecutive trading days, the Company will
have the right to accelerate the expiry date of the Warrants to a date which is 30 calendar days
following the date a press release is issued by the Company announcing the accelerated
expiration date of the Warrants. The Warrants were issued pursuant to a warrant indenture dated
March 31, 2022 between Churchill and TSX Trust Company, as warrant agent.
The gross proceeds from the sale of the FT Shares comprising the FT Units are expected to be
used by the Company to incur exploration expenditures on its nickel properties in Newfoundland
(the “ Qualifying Expenditures”) by December 31, 2023 . The Qualifying Expenditures will be
renounced to subscribers of FT Units with an effective date of no later than December 31, 2022.
The net proceeds from the sale of the Units are expected to be used for working capital and
general corporate purposes.
As consideration for their services, the Agents received a commission of 7.0% of the gross
proceeds of the Offering paid through the delivery of 874,999 Units as well as 828,124 broker
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warrants (“Broker Warrants”). Each Broker Warrant entitles the holder to purchase one Common
Share at a price of C$0.32 until March 31, 2024.
All securities issued pursuant to the Offering, including any underlying securities, are subject to a
statutory four-month and one day hold period in accordance with applicable Canadian securities
laws. The Offering remains subject to the final approval of the TSXV.
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 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:
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 legislat ion. 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 Offering, the proposed use of proceeds from the Offering, the Company’s
objectives, goals and exploration activit ies 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.
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
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benefits to the Company relating to the exploration conducted and proposed to be conducted at the Company’s
properties; failure to identify any additional mineral resources or significant minerali zation; 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; business integration risks; 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 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
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; ongoing uncertainties
relating to the COVID -19 pandemic; 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 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 Servi ces Provider (as that term is defined in the policies of the TSXV)
accepts responsibility for the adequacy or accuracy of this news release.