Cyon Announces Reactivation ON TSX Venture Exchange
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWSWIRE SERVICES
CYON EXPLORATION LTD.
Suite 404 – 999 Canada Place
Vancouver, B.C. V6C 3E2
Telephone : (604) 662-3230
Fax : (604) 682-4309
TSX.V Symbol: CYON
CYON ANNOUNCES REACTIVATION ON TSX VENTURE EXCHANGE
Vancouver, British Columbia (September 21, 2020) – Cyon Exploration Ltd. (previously True
Grit Resources Ltd.) (the “Company”) is pleased to announce that, further to its news releases
of December 20, 2019 and March 12, 2020, the TSX Venture Exchange (the “ TSXV”) has granted
final approval regarding the NEX reactivation, application for graduation to Tier 2 of the TSXV
and related transactions (the “ Reactivation”). Concurrently, the TSXV also approved the
change to the Company’s name from “True Grit Resources Ltd.” to “Cyon Exploration Ltd.” and
the consolidation of the Company’s share capital on a six shares for one new share basis (the
“Consolidation”). Effective September 24, 2020, trading in the Company’s common shares will
commence under the trading symbol “CYON” on a consolidated basis.
The Reactivation was completed in connection with the previously announced Mineral Option
Agreement (the “ Option Agreement ”) with Metals Explorations Inc. (“ Metals Explorations ”),
whereby Metals Explorations has granted the Company the right to acquire up to a 100%
interest in and to certain mineral claims and interests in leases owned by Metals Explorations
known as the Black Rock Canyon property (the “ Property”). In accordance with the terms of
the Option Agreement, the Company has issued 4,000,000 post-Consolidation common shares
in the capital of the Company (the “ Shares”) at a deemed price per Share of $0.10. Details of
the Option Agreement are described in the news release of the Company dated March 12,
2020. A technical report prepared in accordance with National Instrument 43-101 in respect of
the Property is available at www.sedar.com.
Offering
The Company completed a non-brokered private placement of post-Consolidation units (the
“Units”) at a price of $0.10 per Unit for gross proceeds of $1,998,500 (the “ Offering”). Each
Unit consists of one post-Consolidation Share and one Share purchase warrant (each, a
“Warrant”). Each Warrant entitles the holder thereof to acquire one Share at $0.15 per Share
for 36 months from the date of issuance. The Company also paid and issued to eligible finders a
cash fee of $86,400 and 864,000 finder’s warrants. Each finder’s warrant entitles the holder
thereof to acquire on Share at $0.15 for 36 months from the date of issuance. Proceeds from
the Offering will be used to develop the Property and for general corporate purposes.
Consolidation
Effective September 18, 2020, the Company consolidated its issued and outstanding share
capital on a six Shares for one new Share basis. The Shares issued in connection with the
Option Agreement, the Debt Settlement (as defined below) and the Offering were issued on a
post-Consolidation basis.
Debt Settlement
The Company settled $477,119 in debts by issuing to the creditors 4,771,190 post-
Consolidation Shares and 3,632,341 Warrants (the “Debt Settlement”).
All securities issued in connection with the Offering, the Option Agreement and the Debt
Settlements are subject to a statutory hold period of four months plus a day from the date of
issuance in accordance with applicable securities laws.
None of the securities issued in connection with the Option will be registered under the United
States Securities Act of 1933, as amended (the “ 1933 Act”), and none of them may be offered
or sold in the United States absent registration or an applicable exemption from the registration
requirements of the 1933 Act. This news release shall not constitute an offer to sell or a
solicitation of an offer to buy nor shall there be any sale of the securities in any state where
such offer, solicitation, or sale would be unlawful.
Appointment of Director
Effective today, Trumbull Fisher has been appointed to the board of directors of the Company.
Cyon Exploration Ltd.
Per: “Byron Coulthard”
Byron Coulthard
President & CEO
Tel: 1.604.657.7004
Neither TSX Venture Exchange nor its Regulations Services Provider (as that term is defined in
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
This release includes certain statements that may be deemed "forward-looking statements". All
statements in this release, other than statements of historical facts, that address events or
developments that the Company expects to occur, are forward-looking statements. Forward-
looking statements are statements that are not historical facts and are generally, but not
always, identified by the words "expects", "plans", "anticipates", "believes", "intends",
"estimates", "projects", "potential" and similar expressions, or that events or conditions "will",
"would", "may", "could" or "should" occur. Although the Company believes the expectations
expressed in such forward-looking statements are based on reasonable assumptions, such
statements are not guarantees of future performance and actual results may differ materially
from those in the forward-looking statements. Factors that could cause the actual results to
differ materially from those in forward-looking statements include market prices, exploitation
and exploration successes, and continued availability of capital and financing, and general
economic, market or business conditions. Investors are cautioned that any such statements are
not guarantees of future performance and actual results or developments may differ materially
from those projected in the forward-looking statements. Forward-looking statements are based
on the beliefs, estimates and opinions of the Company's management on the date the
statements are made. Except as required by applicable securities laws, the Company undertakes
no obligation to update these forward-looking statements in the event that management's
beliefs, estimates or opinions, or other factors, should change.