Copper Reef Announces Repricing and Extension of Expiry Date of Warrants
12 Mitchell Road, Box 306 Tel: (204) 687-3500
Flin Flon, MB, R8A 1N1 CZC.CSE Fax: (204) 687-4762
copperreefmining.com
November 19, 2019
Copper Reef Announces Repricing and Extension of Expiry Date of Warrants
Copper Reef Mining Corporation (CSE: CZC) (the "Issuer") wishes to announce that it is reducing the
exercise price of all of its outstanding Common Share purchase warrants (the "Warrants") and extending
the expiry date of certain Warrants (collectively, the "Amendments"). The Amendments will be carried
out in accordance with Canadian Securities Exchange ("CSE") policy.
As a result of the consolidation of the Issuer's issued and outstanding Common Shares on the basis of one
(1) post-consolidation Common Share for every (10) pre-consolidation Common Shares of the Issuer, with
each fractional post-consolidation Common Share resulting from the such consolidation being converted
into a whole Common Share, on November 15, 2019 (the " Share Consolidation"), the original exercise
price of $0.05 per share for the Issuer's 46,245,000 pre-Share Consolidation Warrants was adjusted to an
exercise price of $0.50 per share for the Issuer's approximately 4,624,500 post-Share Consolidation
Warrants. See the Issuer's November 7, 2019 press release for further details in respect of the Share
Consolidation. The adjusted exercise price of all of the post-Share Consolidation Warrants will be reduced
to $0.35 per share on November 21, 2019 (the "Effective Date").
In addition, the original expiry date of December 31, 2019 for the approximately 359,000 post-Share
Consolidation Warrants (formerly 3,590,000 pre-Share Consolidation Warrants) issued on December 31,
2018 (the "December 31, 2018 Warrants") will be extended to June 30, 2020 on the Effective Date.
In accordance with an exemption granted by the CSE from the requirement that a maximum of 10% of
the total number of Warrants being repriced may be repriced for insiders holding Warrants, all of the
2,285,500 post -Share Consolidation Warrants held by insiders of the Issuer are being repriced. The
exemption was sought to permit insiders, including those persons who became insiders as a consequence
of recent private placement financings (see the Issuer's October 8, 2019 and October 18, 2019 press
releases), to enjoy the benefit of the Warrant repricing equally with the other Warrant holders, as the
efforts of such insiders were critical to the completion of the private placement.
Pursuant t o Multilateral Instrument 61 -101 – Protection of Minority Security Holders in Special
Transactions (“MI 61-101”), the Amendments to the Warrants held by insiders constitute a “related party
transaction”. The transaction is exempt from the formal valuation and minority shareholder approval
requirements in Sections 5.4 and 5.6 of MI 61-101, respectively, pursuant to the exemptions in Subsection
5.5(a) and Paragraph 5.7(1)(a) of MI 61-101, respectively, as neither the fair market value of the subject
matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves
interested parties, exceeds 25% of the Issuer’s market capitalization. The transaction is also exempt from
the formal valuation requirement in Subsection 5.4 of MI 61-101 pursuant to Subsection 5.4(1) and the
exemption in Subsection 5.5(b) of MI 61-101.
This release is being filed less than 21 days before the Effective Date of the Amendments. This shorter
period is reasonable and necessary in the circumstances as the Issuer wishes to carry out the Amendments
as expeditiously as possible given current market conditions . Furthermore, CSE policy requires that
amendments to warrant terms must completed sufficiently in advance of their expiry date, and the Issuer
is concerned that delay may preclude the holders of the December 31, 2018 Warrants from enjoying the
benefit of the Warrant repricing alongside the other Warrant holders.
ABOUT COPPER REEF MINING CORPORATION
Copper Reef is a Canadian junior mineral exploration company with a specific focus on mineral properties
in northwest Manitoba and northeast Saskatchewan, Canada. The Issuer has assembled a portfolio of base
metal and precious metal prospects, including strategic locations in the Provinces of Mani toba and
Saskatchewan and holds a number of royalties on properties within the belt.
Copper Reef Mining Corporation
Stephen L. Masson M.Sc. P.Geo.
President & CEO
No stock exchange or securities regulatory authority has reviewed or accepted responsibility for the
adequacy or accuracy of this release. Some of the statements contained in this release are forward-looking
statements, such as estimates and statements that describe the Issuer's future plans, objectives or goals,
including words to the effect that the Issuer or management expects a stated condition or result to occur.
Since forward-looking statements address future events and conditions, by their very nature, they involve
inherent risks and uncertainties.