Stuhini Announces $308,000 Flow-Through Private Placement
Stuhini Announces $308,000 Flow-Through
Private Placement
/NOT FOR DISTRIBUTION TO
UNITED STATES
NEWSWIRE SERVICES OR FOR
DISSEMINATION IN
THE UNITED STATES
./
VANCOUVER
,
Dec. 13, 2019
/CNW/ -
Stuhini Exploration Ltd. (TSX-V STU)
(the "
Company
" or
"
Stuhini
") is pleased to announce a non
brokered private placement consisting of up to 1,400,000
common shares of the Company that qualify as "flow-through shares" for the purposes of the
Income Tax Act (
Canada
) ("Flow-Through Common Shares") at a price of
$0.22
per Flow-Through
Common Share for aggregate gross proceeds to the Company of up to
Cdn$308,000
(the
"Offering").
The net proceeds from the sale of the Flow-Through Common Shares will be used to incur
"Canadian exploration expenses" which qualify as "flow-through mining expenditures" (within the
meaning of the Income Tax Act (
Canada
)) ("Qualifying Expenditures") related to Stuhini's Ruby
Creek Project located in
British Columbia
. The Company will renounce these expenses to the
purchasers with an effective date of no later than
December 31, 2019
.
The Company entered into an option agreement dated
July 29, 2019
to acquire the Ruby Creek
Property (see news release dated
July 30, 2019
). The Ruby Creek option agreement was subject to
disinterested shareholder approval (since obtained) and remains subject to a financing condition
which will be satisfied on completion of this Offering in order to obtain final TSX Venture Exchange
approval.
The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary
approvals including the approval of the TSX Venture Exchange. The Flow-Through Common Shares
to be issued under the Offering will have a hold period of four months and one day from the closing.
It is anticipated that certain directors, officers and other insiders of the Company will acquire Flow-
Through Common Shares of the Company under the Offering. Such participation will be considered
to be "related party transactions" within the meaning of TSX Venture Exchange Policy 5.9 and
Multilateral Instrument 61
101
Protection of Minority Security Holders in Special
Transactions
("MI 61
101") adopted in the Policy. The Company intends to rely on the exemptions
from the formal valuation and minority shareholder approval requirements of MI 61
101 contained in
sections 5.5(b) and 5.7(1)(b) of MI 61
101 in respect of related party participation in the Offering.
The securities of the Company are listed on the TSX Venture Exchange (and on none of certain
specified markets for the purposes of the MI 61
101 provisions) and neither the aggregate fair
market value of the shares to be distributed to, nor the consideration paid by, related parties will
exceed
Cdn$2
.5 million. The Company expects to receive the requisite non
interested directors'
approval of the Offering.
About Stuhini Exploration Ltd.
Stuhini is a mineral exploration company focused on the exploration and development of precious
and base metals properties with its focus on the Metla Property located in northwestern
British
Columbia, Canada
, approximately 150 kilometres south of the town of Atlin and the road accessible
Ruby Creek Property located 20 kilometres northeast of
Atlin
.
FORWARD-LOOKING STATEMENTS
This news release contains "forward-looking statements" within the meaning of Canadian securities
legislation. Such forward
looking statements concern expected subscriptions and closing of the
Offering, net proceeds from the Offering, and the intended use of proceeds. Such forward
looking
statements or information are based on a number of assumptions which may prove to be incorrect.
Assumptions have been made regarding, among other things: conditions in general economic and
financial markets; timing and amount of capital expenditures; timing and amount of Qualifying
Expenditures incurred; and effects of regulation by governmental agencies. The actual results could
differ materially from those anticipated in these forward
looking statements as a result of risk factors
including: the availability of funds; the timing and content of work programs; results of exploration
activities of mineral properties; the interpretation of drilling results and other geological data; general
market and industry conditions; and failure to incur Qualifying Expenditures. Forward
looking
statements are based on the expectations and opinions of the Company's management on the date
the statements are made. The assumptions used in the preparation of such statements, although
considered reasonable at the time of preparation, may prove to be imprecise and, as such, readers
are cautioned not to place undue reliance on these forward-looking statements, which speak only as
of the date the statements were made. The Company undertakes no obligation to update or revise
any forward-looking statements included in this news release if these beliefs, estimates and opinions
or other circumstances should change, except as otherwise required by applicable law.
Neither 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.
SOURCE
Stuhini Exploration
View original content:
http://www.newswire.ca/en/releases/archive/December2019/14/c6179.html
%SEDAR: 00046568E
For further information:
David O'Brien, President & Chief Executive Officer, Telephone: (604) 418-
4019, Email: [email protected]
CO: Stuhini Exploration
CNW 02:19e 14-DEC-19