Carson River Closes Private Placement
Suite 820-1130 West Pender Street
Vancouver, BC V6E 4A4
Tel : 888 909-5548
Fax : 888 909-1033
Trading Symbol: CRIV
/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWS WIRE SERVICES/
NEWS RELEASE
CARSON RIVER CLOSES PRIVATE PLACEMENT
Vancouver, B.C. August 12, 2022 – Carson River Ventures Corp. (“Carson” or the “Company”) (CSE:
“CRIV”) is pleased to announce that it has completed a non-brokered private placement (the “Private
Placement”) by issuing an aggregate of 8,300,000 units (the “Units”) at a price of $0.05 per Unit for gross
proceeds of $415,000.
Each Unit is comprised of one common share in the capital of the Company (“Share”) and one-half of a
non-transferable Share purchase warrant, whereby each whole warrant (“Warrant”) entitles the holder to
purchase one additional Share for a p eriod of 24 months from the date of issuance at an exercise price of
$0.10 per additional Share.
Proceeds from the Private Placement will be used for work on the Company's mineral properties and as
general working capital. All securities issued in connection with the Private Placement are subject to a
statutory four-month hold period in accordance with applicable securities legislation expiring December
13, 2022.
Certain insiders of the Company, namely Jeffrey Cocks, Chief Executive Officer and Director of the
Company, and Christopher Hobbs, Chief Financial Officer and Director of the Company, each acquired
500,000 Units. The participation by insider s in the Private Placement is considered to be a “related party
transaction” within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security holders
in Special Transactions (“ MI 61 -101”). The Company has relied on the exemptions from the formal
valuation and minority shareholder approval requirements of MI 61 -101 contained in sections 5.5(a) and
5.7(1)(a) of MI 61-101 in respect of related party participation in the Private Placement as neither the fair
market value of the subject matter of, nor the fair market value of the consi deration for, the transaction,
insofar as it involves the related parties, exceeded 25% of the Company’s market capitalization. The
Company did not file a material change report in respect of the related party transaction at least 21 days
before the closing of the Private Placement, which the Company deems reasonable in the circumstances in
order to complete the Private Placement in an expeditious manner.
The Company welcomes Mr. Jeff Wolburgh (“Wolburgh”) as a significant shareholder and new insider of
the Company. Wolburgh, through Bear Park Capital Corp., a private company he holds, and Noah’s Ark
2021 Family Trust, for which he acts as Trustee, subscribed for an aggregate of 4,500,000 Units. As a result,
Wolburgh beneficially owns, directs or controls 10% or more of the Company’s current outstanding voting
securities. Prior to the closing of the Private Placement, Wolburgh held 200,000 Shares, or approximately
2.30% of the Company’s then issued and outstanding Shares, and no securities converti ble into Shares.
Following closing of the Private Placement, Wolburgh holds or controls 4,700,000 Shares, representing
approximately 27.65% of the current issued and outstanding Shares on an undiluted basis. In addition, he
holds or controls 2,250,000 Warrants, or approximately 54.22% of the current issued and outstanding
Warrants. On a partially diluted basis, assuming Wolburgh were to exercise all 2,250,000 Warrants, he
would hold approximately 36.11% of the then issued and outstanding Shares on such partially diluted basis.
Wolburgh acquired the Units for investment purposes and may, as future circumstances may dictate, from
time to time, increase or decrease its ownership of Carson securities, whether in transactions over the open
market, by privately negotiated arrangements or otherwise, subject to a number of factors, including general
market conditions and other available investment and business opportunities. An early warning report with
additional information in respect of the foregoing matters will be filed on www.sedar.com under the
Company's profile. To obtain a copy of the early warning report to be filed by Wolburgh, please contact
the Company or refer to SEDAR.
Finally, the Company annouces that Phase I of the Chucker exploration program has commenced. The
Phase I program consists of reconnaissance prospecting, geological mapping, surface trenching, sampling
and relocating historical workings and project-wide ground-based geophysical surveying. Th e Phase I
exploration program will provide accurate modern data to assist in the planning of a potential Phase II drill
program.
ON BEHALF OF THE BOARD OF DIRECTORS
“Jeffrey Cocks”
________________________
Jeffrey Cocks
Chief Executive Officer and Director
FOR FURTHER INFORMATION PLEASE CONTACT:
Carson River Ventures Corp.
Tel: 778 839-2909
Fax: 888 909-1033
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statements Regarding Forward Looking Information
This news release contains certain “forward -looking information” and “forward -looking statements” (collectively
“forward-looking statements”) within the meaning of applicable securities legislati on. All statements, other than
statements of historical fact, included herein, without limitation, statements relating to the future operations and
activities of Carson are forward -looking statements. Forward -looking statements are frequently, but not alwa ys,
identified by words such as “expects”, “anticipates”, “believes”, “intends”, “estimates”, “potential”, “possible”,
and similar expressions, or statements that events, conditions, or results “will”, “may”, “could”, or “should” occur
or be achieved. Forw ard-looking statements in this news release relate to, among other things, the use of proceeds
from the Private Placement and exploration plans on the Company’s mineral claims. There can be no assurance that
such statements will prove to be accurate, and a ctual results and future events could differ materially from those
anticipated in such statements. Forward -looking statements reflect the beliefs, opinions and projections on the date
the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable
by the Company , are inherently subject to significant business, economic, competitive, political and social
uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or
achievements to be materially different from the results, performance or achievements that are or may be expressed
or implied by such forward -looking statements and the parties have made assumptions and estimates based on or
related to many of these factors. Such factors include, without limitation, the ability to complete proposed exploration
work, the results of exploration, continued availability of capital, and changes in general economic, market and
business conditions. Readers should not plac e undue reliance on the forward -looking statements and information
contained in this news release concerning these items. Carson does not assume any obligation to update the forward-
looking statements of beliefs, opinions, projections, or other factors, sh ould they change, except as required by
applicable securities laws.