Canadian Energy Materials Corp. announces closing of its acquisition of the Grindstone Copper-Nickel-Cobalt-Project and concurrent Private Placement financing of $551,409.95
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December 21, 2018 For Immediate Release
News Release TSX-V: CHEM
Canadian Energy Materials Corp. announces closing of its acquisition of the
Grindstone Copper-Nickel-Cobalt-Project and concurrent Private Placement
financing of $551,409.95
December 21, 2018 – Vancouver, British Columbia – Canadian Energy Materials Corp. (the
“Company”) (TSX-V: CHEM) is pl eased to announce that it ha s acquired the 3,846-hectare
Grindstone copper-nickel-cobalt project located in an underexplored region of northwestern New
Brunswick, Canada through the acquisition by the Co mpany of all of the outstanding shares of
CIN Energy Materials Inc. (“ CIN Energy ”). The Company closed the acquisition by share
exchange agreement (the “ Share Exchange Agreement ”) previously announced in a news
release dated September 18, 2018 with CIN En ergy and the shareholders of CIN Energy,
whereby all outstanding shares of CIN Energy were exchanged for securities of the Company
(the “Transaction”) on a 1:1 basis, which constituted a “Fundamental Acquisition” as defined in
the policies of the TSX Venture Exchange (the “ TSXV”) by the Company. The Transaction was
an arm’s length transaction and approved by th e TSXV. Concurrently, the Company has filed a
technical report in respect of the Grindstone Project.
At closing of the Transaction, the Company issued to the shareholders of CIN Energy a total of
12,000,000 common shares of the Company in ex change for acquiring 100% of the outstanding
securities of CIN Energy. CIN Energy is now a wholly-owned subsidiary of the Company
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Private Placement
Concurrent with the Transact ion, the Company closed its non- brokered private placement of
units (“Units”) and flow-through units (“FT Units”) for aggregate proceeds of $551,409.95 (the
“Private Placement”).
The Company issued 2,142,733 Units at a price of $0.15 per Unit for gross proceeds of
$321,409.95. Each Unit is comprised of one common share of the Company and one-half of one
transferable common sh are purchase warrant (“ Warrant”). Each Warrant entitles the holder
thereof to acquire one common share (“ Warrant Share”) at a price of $0.25 per Warrant Share
for a period of 24 months following the cl osing date. The Compa ny also issued 1,150,000 FT
Units at a price of $0.20 per FT Unit for gross proceeds of $230,000.00. Each FT Unit is
comprised of one common share of the Company that will be a “flow-through share” under the
Income Tax Act (Canada) and one-half of one transferable common share purchase warrant (“FT
Warrant”). Each FT Warrant entitles the holder thereof to acq uire one (non-flow-through)
common share (“FT Warrant Share”) at a price of $0.35 per FT Warrant Share for a period of
24 months following the closing date. The proceed s of the flow-through financing will be used
for exploration on the Company’s Canadian properties, include the Grindstone Project. All
securities issued in the privat e placement have a hold period of four months and a day from
closing.
Finder’s fees were paid by the Company on a por tion of the Private Placement and a total of
139,952 non-transferable finders’ warrants were issu ed to finders and cash commissions of
$23,092.80 were paid.
Additionally, the Company provi ded Altus Capital Partners with 666,666 Units (each Unit is
comprised of one common share and one-half of a share purchase warrant exercisable at $0.25
for 2 years) as a transaction advisory fee for assisti ng with the Transaction including introducing
CIN Energy to the Company.
ON BEHALF OF THE BOARD
“Michael E. Schuss”
President & Chief Executive Officer
For further information, please contact:
Canadian Energy Materials Corp.
Phone: 604-241-2254
Email: [email protected]
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Website: www.canadianenergymaterials.com
Forward-looking Information
This news release contains pr ojections and forward-looking info rmation that involve various
risks and uncertainties regarding future events. Such forward-looking information can include
without limitation statements based on current expectations involving a number of risks and
uncertainties and are not guarantees of future pe rformance of the Company. The following are
important factors that could caus e the Company’s actual results to differ materially from those
expressed or implied by such forward looking stat ements; the uncertainty of future profitability;
and the uncertainty of access to additional capita l. These risks and uncertainties could cause
actual results and the Company's plans and objecti ves to differ materially from those expressed
in the forward-looking information. Actual results and future events could differ materially from
anticipated in such informati on. These and all subsequent writ ten and oral forward-looking
information are based on estimates and opinions of management on the dates they are made and
expressed qualified in their entirety by this notice. The Company assumes no obligation to
update forward-looking information should circ umstances or management's estimates or
opinions change.
Neither the TSX Venture Exchange nor its Regulation Services Provid er (as that term is defined
in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy
of this release.