SKRR Exploration Inc. Announces Private Placement of up to C$1,000,000 Million and Concurrent Share Consolidation
SKRR Exploration Inc. Announces Private
Placement of up to C$1,000,000 Million and
Concurrent Share Consolidation
/NOT FOR DISTRIBUTION TO
UNITED STATES
NEWSWIRE SERVICES OR FOR
DISSEMINATION IN
THE UNITED STATES
/
VANCOUVER, BC
,
June 6, 2023
/CNW/ - SKRR Exploration Inc. (TSXV: SKRR) (FSE:
B04Q) ("
SKRR
" or the "
Company
") is pleased to announce a non-brokered private placement (the
"
Offering
") for gross proceeds of up to
C$1,000,000
and its intention to complete a consolidation of
the issued and outstanding common shares immediately prior to the closing of the Offering on the
basis of five (5) existing common shares for one (1) post consolidation common share (the
"
Consolidation
"). The Offering will be comprised of the sale of any combination of the following:
units of the Company (each, a "
Unit
") at a pre-Consolidation price of
C$0.04
per Unit and a
post-Consolidation price of
C$0.20
per Unit; and
flow-through units of the Company (each, a "
FT Unit
", and together with the Units, the "
Offered
Securities
") at a pre-Consolidation price of
C$0.05
per FT Unit and a post-Consolidation price
of
C$0.25
per FT Unit.
Red Cloud Securities Inc. will be acting as a finder for the Company under the Offering.
Each Unit will consist of one common share of the Company (each, a "
Unit Share
") and one
common share purchase warrant (each, a "
Warrant
"). Each FT Unit will consist of one common
share of the Company to be issued as a "flow-through share" within the meaning of the
Income Tax
Act
(
Canada
) (each, a "
FT Share
") and one Warrant. Each Warrant will entitle the holder thereof to
purchase one common share of the Company (each, a "
Warrant Share
") at a pre-Consolidation
price of
C$0.06
(post-Consolidation price of
C$0.30
) at any time on or before the date which is 36
months following the closing of the Offering.
The Company intends to use the proceeds of the Offering for the exploration of the Company's
projects in
Saskatchewan
and for general working capital purposes. The gross proceeds from the
issuance of the FT Shares will be used for "Canadian Exploration Expenses" (within the meaning of
the Income Tax Act (
Canada
)) (the "
Qualifying Expenditures
"), which will be renounced with an
effective date no later than
December 31, 2023
to the purchasers of the FT Units in an aggregate
amount not less than the gross proceeds raised from the issue of the FT Shares. If the Qualifying
Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each
subscriber of FT Units for any additional taxes payable by such subscriber as a result of the
Company's failure to renounce the Qualifying Expenditures.
The closing of the Offering is subject to receipt of all necessary regulatory approvals including the
TSX Venture Exchange (the "
TSXV
"). Finder's fees will be payable in accordance with the policies of
the TSXV. The Unit Shares, FT Shares, Warrant Shares and any common shares of the Company
that are issuable from any finder's warrants will be subject to a hold period of four months and one
day following the closing date of the Offering in accordance with applicable securities laws.
Consolidation
This Consolidation will reduce the issued and outstanding common shares of the Company from
76,276,702 to approximately 15,255,340 common shares, assuming no other change in the issued
capital of the Company and prior to the completion of the Offering. The exercise or conversion price
of warrants and stock options and the number of common shares issuable thereunder will also be
proportionately adjusted upon the completion of the Consolidation. The number of post-consolidated
common shares to be received will be rounded up to the nearest whole number for fractions of 0.5
or greater or rounded down to the nearest whole number for fractions of less than 0.5.
Pursuant to the provisions of the Business Corporations Act (
British Columbia
) and the Articles of
the Company, the Consolidation was approved by way of resolutions passed by the board of
directors of the Company but remains subject the approval of the TSXV.
The Company will apply to the TSXV for approval of the Consolidation. The Company's common
shares will commence trading on a post-consolidated basis on a date to be determined in
consultation with the TSXV, which date will be announced in a subsequent news release once
confirmed. The Company's name and trading symbols will remain unchanged.
The board of directors and management believe that the share consolidation is necessary to provide
the Company with a share structure that will better attract capital financing and that will provide for
future growth opportunities.
The Company intends to close the Offering immediately after the Consolidation.
About SKRR Exploration Inc.
SKRR is a Canadian-based precious and base metal explorer with properties in
British Columbia
and
Saskatchewan
– some of the world's highest ranked mining jurisdictions. The primary exploration
focus is on the Trans-Hudson Corridor in
Saskatchewan
in search of world class precious and base
metal deposits. The Trans-Hudson Orogen – although extremely well known in geological terms has
been significantly under-explored in
Saskatchewan
. SKRR is committed to all stakeholders including
shareholders, all its partners and the environment in which it operates.
ON BEHALF OF THE BOARD
Sherman Dahl
President & CEO
Tel: 250-558-8340
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 for the adequacy or accuracy of
this release.
The securities offered have not been, and will not be, registered under the United States Securities
Act of 1933, as amended (the "
U.S. Securities Act
") or any U.S. state securities laws, and may not
be offered or sold in
the United States
or to, or for the account or benefit of,
United States
persons
absent registration or an applicable exemption from the registration requirements of the U.S.
Securities Act and applicable U.S. state securities laws. This press release does not constitute an
offer to sell or the solicitation of an offer to buy securities in
the United States
, nor in any other
jurisdiction.
Forward-Looking Information
This news release contains "forward–looking information or statements" within the meaning of
applicable securities laws, which may include, without limitation, statements that address the
Offering, expected use of proceeds, the Consolidation and other statements relating to the technical,
financial and business prospects of the Company, its projects and other matters. All statements in
this news release, other than statements of historical facts, that address events or developments
that the Company expects to occur, are forward-looking statements. 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. Such statements and information are
based on numerous assumptions regarding present and future business strategies and the
environment in which the Company will operate in the future, including the price of metals, the ability
to achieve its goals, the ability to secure equipment and personnel to carry out work programs, that
general business and economic conditions will not change in a material adverse manner, that
financing will be available if and when needed and on reasonable terms. Such forward-looking
information reflects the Company's views with respect to future events and is subject to risks,
uncertainties and assumptions, including the risks and uncertainties relating to the interpretation of
exploration results, risks related to the inherent uncertainty of exploration and cost estimates and the
potential for unexpected costs and expenses and those other risks filed under the Company's profile
on SEDAR at
www.sedar.com
. There is a possibility that future exploration, development or mining
results will not be consistent with the Company's expectations. Factors that could cause actual
results to differ materially from those in forward looking statements include, but are not limited to,
continued availability of capital and financing and general economic, market or business conditions,
failure to secure personnel and equipment for work programs, adverse weather and climate
conditions, failure to maintain all necessary government permits, approvals and authorizations, the
impact of Covid-19 or other viruses and diseases on the Company's ability to operate, decrease in
the price of gold, copper, nickel, uranium and other metals, failure to maintain community
acceptance (including First Nations), increase in costs, litigation, and failure of counterparties to
perform their contractual obligations. The Company does not undertake to update forward–looking
statements or forward–looking information, except as required by law.
SOURCE
SKRR EXPLORATION INC.
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CNW 23:59e 05-JUN-23