Canadian International Pharma Corp. Announces Option Agreement with Longford Capital Corp. for the Hook Bay Property and Non-brokered Private Placement
CANADIAN INTERNATIONAL PHARMA CORP.
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
Trading symbol: TSX-V – NEX: CIP.H
Canadian International Pharma Corp. Announces Option Agreement with Longford Capital Corp. for
the Hook Bay Property and Non-brokered Private Placement
West Vancouver, British Columbia – November 4, 2020 – Canadian International Pharma Corp.
(the “Company”) announces that it has entered into an option agreement (the “Option Agreement”) with
Longford Capital Corp. (“ Longford”), an arm’s length private comp any, to earn an undivided 100%
interest in and to one mineral claim covering 1078.85 hectares (the “Property”) located in located in Hook
Bay, British Columbia (the “Transaction”).
About The Property
The Property is located approximately 34 km south of the town of Port Alberni along Alberni Inlet, near
Nahmint Bay, on Vancouver Island, British Columbia. Forest service roads provide access to and
throughout the property. The underlying geology incl udes the contact between the Island Plutonic Suite
intrusive rocks and the Karmutsen Formation volcanic rocks.
Option Agreement
Under the terms of the Option Agreement, the Compan y has the exclusive right and option to acquire a
100% interest in the Property (the “ Option”) by (collectively, the “ Option Payments”): (i) making a cash
payment of $50,000 (the “ Cash Payment”), (ii) issuing an aggregate of 2,700,000 common shares (each, a
“Share”) in the capital of the Company and (iii) incurring an aggregate of $400,000 in exploration
expenditures (collectively, the “Expenditures”), all in accordance with the schedule set out below:
Payment Date Cash Payment Shares Expenditures
Within 5 days of the Closing
Date (as defined in the
Option Agreement)
$50,000 2,200,000 -
Within 30 days of the Closing
Date (as defined in the
Option Agreement)
- - $100,000
Within 18 months of the
Closing Date (as defined in
the Option Agreement)
- 500,000 $300,000
TOTAL: $50,000 2,700,000 $400,000
The Company can, at its option, accelerate the exercise of the Option at any time by completing the
applicable Option Payments as set forth in the table above.
Any excess Expenditures completed by the Company in any of the payment periods set out in the table
above (each, a “ Payment Period”) shall be carried forward and credited to the Expenditures required in
the next Payment Period.
All securities issued in connection with the Transaction will be subject to a statutory hold period expiring
four months and one day after the date of issuance.
The closing of the Transaction remains subject to the approval of the TSX Venture Exchange (the
“Exchange”).
Net Smelter Returns Royalty
Upon completion of the Option Payments, the Compan y will be deemed to have exercised the Option
and will have earned an undivided 100% legal and beneficial interest in and to the Property, subject to a
2.0% net smelter return royalty to be granted to Longford.
Subscription Receipts Financing
The Company intends to complete a non-brokered private placement financing (the “Financing”) of up to
9,523,809 subscription receipts (each, a “ Subscription Receipt ”) at a price of $0.105 per Subscription
Receipt for total gross proceeds of up to $1,000,000. Each Subscription Receipt will entitle the holder to
acquire, for no additional consideration, one unit (each, a “Unit”) consisting of one Share of the Company
and one transferable share purchase warrant (each, a “Warrant”) upon Exchange approval for the Option
Agreement and the Financing (the “Release Condition”). Each Warrant shall entitle the holder thereof to
acquire one Share (each, a “Warrant Share”) for a period of five years from the date of issuance thereof at
a price of $0.14 per Warrant Share.
The Subscription Receipts will be converted into Units on the date the Release Condition is satisfied. The
proceeds of the Financing will be held in trust and w ill not be released to the Company until the Release
Condition has been satisfied. If the Release Condition is not satisfied on or before December 31, 2020, the
proceeds of the Financing will be returned to su bscribers without interest or penalty, and the
Subscription Receipts will be cancelled.
The proceeds of the Financing are expected to be used for general working capital and for the
expenditures under the Option Agreement. The Company will not be proceeding with the private
placement that was announced on August 21, 2020 and October 6, 2020.
All securities issued in connection with the Financing will be subject to a statut ory hold period expiring
four months and one day after closing of the Financ ing. Completion of the Financing is subject to a
number of conditions, including, without limitation, receipt of all regulatory approvals, including
approval of the Exchange.
None of the securities sold in connection with th e Financing are registered under the United States
Securities Act of 1933, as amended, and no such secu rities may be offered or sold in the United States
absent registration or an applicable exemption from the registration requirements. This news release shall
not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
For further information, contact Ron Schmitz at 604.685.7450.
CANADIAN INTERNATIONAL PHARMA CORP.
“Ron Schmitz”
Ron Schmitz, Director
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information (collectively, “forward-looking
statements”) within the meaning of applic able Canadian legislation. All statements in this news release that are not purely
historical are forward-looking statements and include statements regarding beliefs, plans, expectations and orientations
regarding the future including, without limitation, the approval of the Exchange, the exercise of the Option (and the transacti ons
contemplated thereby, including payment of the Option Payments and incurring the Expenditures), and plans for further
exploration of the Property are forward-looking statements. Although the Company believes that such statements are reasonable
and reflect expectations of futu re developments and other facto rs which management believes to be reasonable and relevant, the
Company can give no assu rance that such expectations will prove to be correct. Forward-looking st atements are typically
identified by words such as: “believes”, “expects”, “anticipates” , “intends”, “estimates”, “plans”, “may”, “should”, “would”,
“will”, “potential”, “scheduled” or variations of such words and phrases and similar expressions, which, by their nature, refer to
future events or results that may, could, would, might or will occur or be taken or achieved. In making the forward-looking
statements in this news release, the Company has applied several material assumptions, including without limitation, that it will
obtain the approval of the Exchange for the Option Agreement and exercise of the Option pursuant thereto, that the results of t he
work to be conducted on the Property will be satisfactory and warrant exercise of the Option, mark et fundamentals will result
support the viability of gold mineral explor ation, the receipt of any necessary permit s, licenses and regulatory approvals in
connection with the future development of th e Property, the availability of the financ ing required for the Company to carry out
its planned future activities, to retain and attract qualified personnel and the ability of the Company to exercise the Option.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of th e Company to differ materially from any future results, p erformance or achievements
expressed or implied by the forward-looking information. Such risks and other factors include the inability of the Company to
exercise the Option, execute its proposed business plans, and carry out planned future activities. The novel strain of coronavirus,
COVID-19, also poses new risks that are cu rrently indescribable and immeasurable. Oth er factors may also adversely affect the
future results or performance of the Company, including general economic, market or business conditions, future prices of gold,
changes in the financial markets and in the demand for gold, changes in laws, regulations an d policies affecting the mineral
exploration industry, risks related to the acquisition of the Pr operty and the Company’s investment and operation in the mineral
exploration sector in Canada and abroad, as well as the risks and uncertainties which are more fully described in the Company’s
annual and quarterly management’s discussion and analysis and other filings made by the Comp any with Canadian securities
regulatory authorities under the Company’s profile at www.sedar.com. Readers are caut ioned that forward-looking statements
are not guarantees of future performance or events and, accordingly, are cautioned not to put undue reliance on forward-looking
statements due to the inherent uncertainty of such statements.
These forward-looking statements are made as of the date of th is news release and, unless required by applicable law, the
Company assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ
from those projected in these forward-looking statements.
Historical information contained in this news release cannot be relied upon as the Company’s Qualified Person, as defined under
NI 43-101 has not prepared nor verified the historical information.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of this release.