Canadian Metals Announces Closing of First Tranche of Private Placement
Canadian Metals Inc. CSE: CME
Canadian Metals Announces Closing of First Tranche of Private Placement
December 21, 2020 Montréal, Québec. - Canadian Metals Inc. (“ CME” or the “ Corporation”)
(CSE: CME ) is pleased to announce that it has completed a first tranche of its previously
announced non-brokered private placement (the "Private Placement"), pursuant to which it has
issued an aggregate of 4,375,000 units (each, a " Unit") at a price of $0. 08 per Unit for gross
proceeds of $350,000.
Each Unit will b e comprised of one common share in the capital of the Corporation (each, a
"Share") and one non -transferable share purchase warrant (each, a " Warrant"). Each Warrant
will entitle the holder to purchase one additional Share in the capital of the Corporation (each, a
"Warrant Share") for a period of 24 months from the closing date at an exercise price of $0. 15.
Insiders may participate in the Private Placement.
Certain insiders of the Corporation subscribed for a total of 2,625,000 Units under the Private
Placement, which is a "related party transaction" within the meaning of Multilateral Instrument
61-101 Protection of Minority Security Holders in Special Transactions (" MI 61 -101"). The
issuances to the insiders are exempt from the valuation requirement of M I 61-101 by virtue of
the exemption contained in section 5.5(b) as the Corporation's shares are not listed on a
specified market and from the minority shareholder approval requirements of MI 61 -101 by
virtue of the exemption contained in section 5.7(a) of MI 61-101 in that the fair market value of
the consideration of the securities issued to the related parties did not exceed 25% of the
Corporation's market capitalization. The Corporation did not file a material change report more
than 21 days before the expected closing of the Private Placement as the details of the Private
Placement and the participation therein by related parties of the Corporation were not settled until
shortly prior to closing and the Corporation wished to close on an expedited basis for sound
business reasons.
All securities issued in respect of the Private Placement will be subject to a hold period of four (4)
months and a day from closing of the Private Placement in accordance with securities laws.
The proceeds of the Private Placement will be used for general working capital.
Correction
Further to its December 18, 2020, the Corporation wishes to make the following correction: the
Corporation is not entitled to settle the interest on the New Debentures in common shares.
Early Warning Disclosure
Prior to the issuance of the Units, Victor Cantore, a shareholder of the Corporation held 340,000
Shares. Following completion of the Private Placement, Mr. Cantore now has control and direction
over an aggregate of 1,840,000 Shares and co nvertible securities exercisable to acquire 1,500,000
Shares. If the convertible securities held by Mr. Cantore are fully exercised, Mr. Cantore would own
16.45% of the issued and outstanding Shares on a partially-diluted basis.
Following completion of the Private Placement, Beat Frei, the VP Development & Project Finance of
the Corporation, indirectly through Comfortra GMBH , acquired control and direction over an
aggregate of 2,250,000 Shares and convertible securities exercisable to acquire 2,250,000 Shar es.
If the convertible securities held by Mr. Frei are fully exercised, Mr. Frei would own 21.38% of the
issued and outstanding Shares on a partially-diluted basis.
All securities of the Corporation controlled by Mr. Cantore and Mr. Frei are held for inves tment
purposes. In the future, by Mr. Cantore and/or Mr. Frei (directly or indirectly), may acquire and/or
dispose of securities of the Corporation through the market, privately or otherwise, as circumstances
or market conditions may warrant.
This portion of this news release is issued pursuant to National Instrument 62 -103 - The Early
Warning System and Related Take -Over Bid and Insider Reporting Issues of the Canadian
Securities Administrators, which also requires an early warning report to be filed with the applicable
securities regulators containing additional information with respect to the foregoing matters. A copy
of the early warning report filed by Mr. Cantore and Mr. Frei in connection with completion of the
Private Placement is available under the Corporation's profile on SEDAR (www.sedar.com).
About Canadian Metals Inc.
Canadian Metals is a diversified resource company focused on creating shareholder value
through the development of large -scale mineral deposits in specific commodities and safe
jurisdictions.
For more information, please contact:
Stéphane Leblanc
President and CEO
Website: www.canadianmetalsinc.com
Neither the CSE nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy
of this release.