Grizzly Discoveries Announces Private Placement
Suite 363, 9768 170th Street NW,
Edmonton, Alberta, Canada, T5T5L4
Tel: 780‐693‐2242
TSXV: GZD
OTCPK: GZDIF
Frankfurt: G6H
February 15, 2017
GRIZZLY DISCOVERIES ANNOUNCES PRIVATE PLACEMENT
EDMONTON, ALBERTA – February 15, 2017 -- Grizzly Discoveries In c. (TSX-V: GZD; OTCPK:
GZDIF; Frankfurt: G6H) ("Grizzly" or the "Company") is pleased to announce a private placement
(the "Private Placement") of up to 5,000,000 non-flow-through u nits (the "Units") at a price of $0.05 per
Unit, for gross proceeds of up to $250,000, and up to 4,500,000 flow-through units (the "FT Units") at a
price of $0.07 per FT Unit, for gross proceeds of up to $315,000.
Each Unit is comprised of one common share in the capital of th e Company (“Common Share”) and one
Common Share purchase warrant with an exercise price of $0.075 per Common Share (“Unit Warrant”).
Each FT Unit is comprised of one Common Share issued as a “flow-through” share pursuant to the Income
Tax Act (Canada) (“FT Share”) and one Common Share purchase warrant wi th an exercise price of $0.10
per Common Share (“FT Unit Warrant”). Each of the Unit Warrants and FT Unit Warrants (collectively,
the “Warrants”) will entitle the holder to acquire one addition al Common Share at the corresponding
exercise price, for a period of two years from the date the Units or FT Units are issued (the “Closing Date”)
or, if during the exercise period of the warrants, but after the resale restrictions on the shares have expired,
the Company's shares trade at or above a weighted average tradi ng price of $0.12 per share on the TSX
Venture Exchange for 10 consecutive trading days, the Company m ay accelerate the expiry time of the
Warrants by issuing a news release and giving written notice to holders of Warrants stating that the Warrants
will expire 30 days from the date of such notice (“Acceleration”).
If fully subscribed, the Private Placement will result in the sale and issuance of 9,500,000 Common Shares
and 9,500,000 Warrants for aggregate gross proceeds of $565,000.
The Units and FT Units shall be sold to persons eligible pursua nt to available prospectus and registration
exemptions. A portion of the Units may be sold to eligible pur chasers in accordance with the exemption
set out in Alberta Rule 45-516 Prospectus Exemptions for Retail Investors and Existing Security Holders,
or similar regulations in other jurisdictions, (the "Security H older Exemption") pursuant to the terms and
conditions of this news release and Alberta Rule 45-516. Grizzly shall make the pro-rata offer available to
all persons in eligible jurisdictions who, as of the record dat e of February 14, 2017, held at least one
Common Share . In accordance with the requirements of the Secu rity Holder Exemption, the Company
confirms there is no material fact or material change related to the Company which has not been generally
disclosed.
The Private Placement securities have not been and will not be registered under the U.S. Securities Act of
1933, as amended (the "1933 Act" ), or under any state securitie s laws, and may not be offered or sold,
directly or indirectly, or delivered within the United States o r to, or for the account or benefit of, U.S.
persons (as defined in Regulation S under the 1933 Act) absent registration or an applicable exemption
from the registration requirements. This news release does not constitute an offer to sell or a solicitation
to buy such securities in the United States.
In connection with the Private P lacement, where permitted by ap plicable securities legislation, any Units
or FT Units sold to purchasers referred to the Company by registered broker dealers, limited market dealers,
or other eligible arm’s length persons (individually, a “Finder ”) may result in a cash commission in an
amount equal to 10% of the gross proceeds of the Units or FT Units sold to such referred purchasers, to be
paid out of the gross proceeds of Units to the Finder at closin g. As additional consideration, the Company
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may issue to the Finder Common Share purchase warrants (the “Fi nder Warrants”) entitling the Finder to
purchase an additional number of Common Shares equal to 10% of the aggregate number of Units and FT
Units sold by the Finder in the Private Placement on the same t erms as the Warrants included in the
respective Units or FT Units sold. Subject to regulatory approv al, each Finder Warrant will be exercisable
to acquire one common share at the corresponding exercise price of $0.075 or $0.10 for a period of 24
months after the Closing Date, subject to the Acceleration.
The gross proceeds received by the Company from the sale of the FT Shares included in the FT Units will
be used to incur Canadian Exploration Expenses that are “flow-t hrough mining expenditures” (as such
terms are defined in the Income Tax Act (Canada)) on the Company’s properties in British Columbia, which
expenses will be renounced to the subscribers with an effective date no later than December 31, 2017, in
the aggregate amount of not less than the total amount of the g ross proceeds raised from the sale of FT
Shares. The price of the FT Units shall be allocated as $0.069 per FT Share and $0.001 per FT Unit Warrant,
or such other allocation that is finally determined by agreemen t between the Company and the Canada
Revenue Agency.
The gross proceeds on the sale of FT Units shall be expended on surface exploration leading to drilling of
targets on the Ket 28, Motherlode and Dayton areas of the Compa ny’s Greenwood Project in British
Columbia. The net proceeds from the sale of the Units will be used for general corporate and working
capital purposes. All Common Shares issued under the Private Placement and any Common Shares issuable
upon exercise of Warrants or FT Unit Warrants will be subject t o a four month hold period from the date
of issue in accordance with applicable laws and regulations. The Private Placement is subject to acceptance
of the TSX Venture Exchange.
ABOUT GRIZZLY DISCOVERIES INC.
Grizzly is a diversified Canadian mineral exploration company with its primary listing on the TSX Venture
Exchange with 52.4 million shares issued, focused on developing significant Potash assets in Alberta and
its precious metals properties in southeastern British Columbia. The Company holds over 235,000 acres of
precious-base metal properties in British Columbia; more than 2 20,000 acres of properties which host
diamondiferous kimberlites in the Buffalo Head Hills region of Alberta; and metallic and industrial mineral
permits for potash totaling more than 143,000 acres along the Alberta-Saskatchewan border.
On behalf of the Board,
GRIZZLY DISCOVERIES INC.
Brian Testo
CEO, President
Tel: (780) 693-2242
For further information, please visit our website at www.grizzlydiscoveries.com or contact:
Nancy Massicotte, Investor Relations or Ian Lambert
IR PRO COMMUNICATIONS INC. COO, Grizzly Discoveries Inc.
Tel: 604-507-3377 T e l : 416-840-9843
T o l l F r e e : 1 - 8 6 6 - 5 0 3 - 3 3 7 7 E m ail: [email protected]
Email: [email protected]
www.irprocommunications.com
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 fo r the adequacy or accu racy of this release.
Caution concerning forward‐looking information
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This press release contains "forward‐looking information" and " forward‐looking statements" within the
meaning of applicable securities laws. This information and sta tements address future activities, events,
plans, developments and projections. All statements, other than statements of historical fact, constitute
forward‐looking statements or forward‐looking information. Such forward‐looking information and
statements are frequently identified by words such as "may," "w ill," "should," "anticipate," "plan,"
"expect," "believe," "estimate," "intend" and similar terminology, and reflect assumptions, estimates,
opinions and analysis made by management of Grizzly in light of i t s e x p e r i e n c e , c u r r e n t c o n d i t i o n s ,
expectations of future developments and other factors which it believes to be reasonable and relevant.
Forward‐looking information and statements involve known and unknown risks and uncertainties that
may cause Grizzly's actual results, performance and achievement s to differ materially from those
expressed or implied by the forward‐looking information and sta tements and accordingly, undue reliance
should not be placed thereon.
Risks and uncertainties that may cause actual results to vary include but are not limited to the availability
of financing; fluctuations in commodity prices; changes to and compliance with applicable laws and
regulations, including environmental laws and obtaining requisi te permits; political, economic and other
risks; as well as other risks and uncertainties which are more fully described in our annual and quarterly
Management's Discussion and Analysis and in other filings made by us with Canadian securities regulatory
authorities and available at www.sedar.com. Grizzly disclaims any obligation to update or revise any
forward‐looking information or statements except as may be required by law.