Central Timmins Upsizes Non-Flow-Through
Central Timmins Upsizes Non-Flow-Through
Offering to 5,000,000 Units and Reprices Flow-
Through Offering to $0.60
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TORONTO
,
July 17, 2020
/CNW/ -
Central Timmins Exploration Corp.
("CTEC" or the
"Company") (TSXV: CTEC) reports that it intends to increase the size of its previously announced
non-brokered private placement of non-flow-through units from 3,000,000 units to 5,000,000 units
(the "NFT Offering") and reprice its previously announced non-brokered private placement of flow-
through common shares from
$0.75
to
$0.60
(the "FT Offering") (together, the NFT Offering and FT
Offering are the "Private Placement").
Non-Flow-Through Offering
The NFT Offering will now consist of up to 5,000,000 non-flow-through units (the "Units") at a price
of
$0.50
per unit for gross proceeds of up to
$2.5 million
. Each Unit will consist of one non-flow-
through common share in the capital of the Company and one non-flow-through common share
purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one additional non-
flow-through common share in the capital of the Company at an exercise price of
$0.75
per common
share for a period of two years from the date of issue (the "Expiry Time"), provided that, if after four
months from the date of issue, the closing price of the common shares of the Company on the
Exchange is equal to or greater than
$1.25
for a period of 10 consecutive trading days at any time
prior to the Expiry Time, the Company will have the right to accelerate the Expiry Time of the
Warrants by giving notice to the holders of the Warrants by news release or other form of notice
permitted by the certificate representing the Warrants that the Warrants will expire at
4:30 p.m.
(
Vancouver
time) on a date that is not less than 15 days from the date notice is given.
The NFT Offering will close on completion of documentation and is conditional upon receipt of all
necessary regulatory approvals, including the approval of the Exchange. The proceeds of the NFT
Offering will be used to fund exploration expenditures and for general corporate purposes.
Flow-Through Offering
The FT Offering will now consist of up to 3,500,000 common shares in the capital of the Company
(the "Flow-Through Shares") that qualify as flow-through shares for purposes of the Income Tax Act
(
Canada
), at a price of
$0.60
per Flow-Through Share for gross proceeds of up to
$2.1 million
.
The gross proceeds of the FT Offering will be used to fund exploration expenditures on the Silver
Reef Property (
see News Release of
June 11, 2020
), BAM Property (
see News Release of July 2,
2020), Todd Creek Property (
see News Release of
July 9, 2020
) and other Canadian Exploration
Expenses that will qualify as "flow through mining expenditures" as defined in subsection 127(9) of
the Income Tax Act (
Canada
), and "BC flow-through mining expenditures", as defined in the Income
Tax Act (
British Columbia
).
The FT Offering will close on completion of documentation and is conditional upon receipt of all
necessary regulatory approvals, including the approval of the TSX Venture Exchange (the
"Exchange").
Private Placement
The Private Placement will be offered to accredited investors in all Provinces of
Canada
pursuant to
applicable securities laws. In connection with the Private Placement, the Company may pay finders'
fees as permitted by the policies of the Exchange. All securities issued pursuant to the Private
Placement will be subject to a four-month hold period. The securities offered pursuant to the Private
Placement have not been and will not be registered under the United States Securities Act of 1933,
as amended, and may not be offered or sold in
the United States
absent registration or an
applicable exemption from the registration requirements of such Act.
The Company anticipates that insiders will subscribe for Units and Flow-Through Shares. The
issuance of Units and Flow-Through Shares to insiders is considered a related party transaction
subject to Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special
Transactions
. The Company intends to rely on exemptions from the formal valuation and minority
shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of Multilateral
Instrument 61-101 on the basis that the participation in the private placement by the insiders will not
exceed 25% of the fair market value of the company's market capitalization. A material change
report in connection with the Private Placement will be filed less than 21 days before the closing of
the Private Placement. This shorter period is reasonable and necessary in the circumstances as the
Company wishes to complete the Private Placement in a timely manner
About Central Timmins Exploration Corp.
CTEC is an early-stage Canadian junior exploration company focused on precious metals exploration
and development.
Forward Looking Information
This press release contains "forward-looking information" within the meaning of applicable securities
laws that is intended to be covered by the safe harbours created by those laws. "Forward-looking
information" includes statements that use forward-looking terminology such as "may", "will", "expect",
"anticipate", "believe", "continue", "potential" or the negative thereof or other variations thereof or
comparable terminology. Such forward-looking information includes, without limitation, information
with respect to the Private Placement and the Company's expectations, strategies and plans for the
Silver Reef Property, BAM Property and Todd Creek Property including the Company's planned
expenditures and exploration activities.
Forward-looking information is not a guarantee of future performance and is based upon a number
of estimates and assumptions of management at the date the statements are made. Furthermore,
such forward-looking information involves a variety of known and unknown risks, uncertainties and
other factors which may cause the actual plans, intentions, activities, results, performance or
achievements of the Company to be materially different from any future plans, intentions, activities,
results, performance or achievements expressed or implied by such forward-looking information.
See "Risk Factors" in the Company's final prospectus dated
October 4, 2018
filed on SEDAR at
www.sedar.com
for a discussion of these risks.
The Company cautions that there can be no assurance that forward-looking information will prove to
be accurate, as actual results and future events could differ materially from those anticipated in such
information. Accordingly, investors should not place undue reliance on forward-looking information.
Except as required by law, the Company does not assume any obligation to release publicly any
revisions to forward-looking information contained in this press release to reflect events or
circumstances after the date hereof.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of
the Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE
Central Timmins Exploration Corp
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%SEDAR: 00045664E
For further information:
Central Timmins Exploration Corp., www.centraltimmins.com, Joseph
Ovsenek, President, CEO and Chairman, [email protected], Tel: +1 (604) 765-3424;
Chris Hopkins, CFO, [email protected], Tel: 416 786 9793
CO: Central Timmins Exploration Corp
CNW 19:16e 17-JUL-20