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Churchill Resources Closing of Second and Final Tranche of $2M Private Placement

Financings

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Churchill Resources Closing of Second and Final Tranche of $2M Private Placement

TORONTO, November 25, 2024 (GLOBE NEWSWIRE) – Churchill Resources Inc. (“Churchill” or

the “Company”) (TSXV: CRI) is pleased to announce that it has completed the second and final

tranche of its $2,000,000 non-brokered private placement consisting of the sale today of 2,500,000

common shares which were issued on a “flow-through” basis at a price of $0.08 per share (each an “FT

Share”) for gross proceeds of $200,000 (and together with the sale of $1,800,000 FT Shares completed

on November 22, 2024, the “Offering”).

The Company intends to use the gross proceeds of the Offering for the exploration 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, which will be renounced with an effective date no later than December 31, 202 4 to the

purchasers of the FT Shares in an aggregate amount not less than the gross proceeds raised from the

issue of the FT Shares.

The FT Shares are subject to a statutory hold period of four months and one day, and remain subject

to the final approval of the TSX Venture Exchange (the "TSXV"). In connection with the Offering, the

Company paid eligible finders a cash fee equal to 7.0% of the gross proceeds raised by the Company

from the sale of FT Shares to subscribers directly introduced to the Company by such finders.

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 Floren ce Lake properties in

Newfoundland & Labrador. The Churchill management team, board and its advisors have decades of

combined management experience in mineral exploration 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 poten tial 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.

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]

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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 receipt of all applicable regulatory approvals for 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 proper ties; 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 p rograms 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 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 regulati ons 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 speculativ e 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; tit le 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 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.