Search Closes First Tranche of Private Placement and Announces Shares for Debt Transaction
Search Closes First Tranche of Private Placement and Announces Shares for
Debt Transaction
VANCOUVER, British Columbia, Jan. 10, 2019 -- Search Minerals Inc. (TSXV: SMY) (“Search” or the “Company”) is
pleased to announce the closing of the first tranche of its previously announced private placement. Further to its news release
dated December 11, 2018 the Company has completed the first tranche of its non-brokered private placement (the “ Offering”)
raising gross proceeds of $100,000 by the issuance of 2,000,000 flow-through units (the “Units”) at $0.05 per Unit. Each flow-
through unit comprised of a flow-through Common Share and one-half of one common share purchase warrant, with each
whole common share purchase warrant entitling the holder to purchase an additional common share at a price of $0.06 for a
period of 24 months from the closing of the Offering.
All Shares issued pursuant to the Offering are subject to a statutory hold period of four months plus one day from the date of
issuance, in accordance with applicable securities legislation.
The Company will use the proceeds of the Offering to incur Canadian exploration expenses as defined in the Income Tax Act
on the Deep Fox and other company's properties.
Closing of the Offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory
approvals, including the approval of the TSX Venture Exchange.
Shares for debt transaction
The Company has negotiated certain amendments to the Exploration Activity Agreement between the Company and
NunatuKavut Community Council Inc. (“NCC”) dated August 22, 2012 (the “Agreemen t”). Under the terms of the amending
agreement, NCC has agreed to accept 500,000 units of the Company (the “Units”) at a deemed issue price of $0.05 per Unit in
settlement of payments owing to NCC under the Agreement in the amount of $25,000 (the “ Debt”). Each Unit will consist of
one common share of the Company (a “ Share ”) and one common share purchase warrant of the Company (a “ Warrant ”).
Each Warrant will entitle the holder to purchase one additional Share (a “ Warrant Share ”) at a price of $0.06 per Warrant
Share for a period of 24 months.
The Units will be issued concurrently with an additional 50,000 Shares due for issue under the original terms of the Agreement
(the “Agreement Shares ”).
The Company decided to settle the Debt with Units in order to preserve its remaining cash for operations and the settlement of
other obligations.
The issuance of the Units and the Agreement Shares to NCC is subject to the approval of the TSX Venture Exchange. All
securities issued will be subject to a four month hold period which will expire on the date that is four months and one day from
the date of issue.
About Search Minerals Inc.
Led by a proven management team and board of directors, Search is focused on finding and developing resources within the
emerging Port Hope Simpson Critical Rare Earth Element (“ CREE”) District of South East Labrador (the “ District”). The
Company controls a belt 70 km long and 8 km wide including its 100% interest in the FOXTROT Project, which is road
accessible and at tidewater. Exploration efforts have advanced “Deep Fox” and “Fox Meadow” as significant new CREE
prospects very similar to and in close proximity to the original FOXTROT discovery. While the Company has identified more
than 20 other prospects in the District, its primary objective remains development of FOXTROT. The delineation of additional
resources will ensure competitive-low cost production beyond the 14-year mine life outlined in the FOXTROT PEA (April 2016.)
The FOXTROT Project has a low capital cost to bring the initial project into production ($152 M), a short payback period and is
scalable due to Search’s proprietary processing technology.
The preliminary economic assessment is preliminary in nature and includes inferred mineral resources that are considered too
speculative geologically to have the economic considerations applied to them that would enable them to be categorized as
mineral reserves, and there is no certainty that the preliminary economic assessment will be realized. The preliminary
economic assessment includes the results of an economic analysis of mineral resources. Mineral resources are not mineral
reserves and do not have demonstrated economic viability.
All material information on the Company may be found on its website at www.searchminerals.ca and on SEDAR at
www.sedar.com
About neo-CREOs (Adamas Intelligence – November 2017)
We consider neodymium, praseodymium, and dysprosium to be neo-CREOs and they are vital to NdFeB magnets used
widely in renewable power generation, electric mobility, and energy-efficient technologies. We consider terbium to be a neo-
CREO because upon experiencing shortages of dysprosium, consumers in the magnet industry will rapidly consume available
terbium supplies in its place for applications involving renewable power generation, electric mobility and energy efficient
technologies. Lanthanum is considered a neo-CREO because it is widely used in catalytic converters and rechargeable
batteries, and will be increasingly used as a thermal stabilizer by producers of poly-vinyl chloride (PVC) to minimize lead
consumption and improve the energy efficiency of PVC and other processing equipment.
For further information, please contact:
Greg Andrews
President and CEO
Tel: 604-998-3432
E-mail: [email protected]
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.
Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this
restriction may constitute a violation of U.S. securities laws.
Cautionary Statement Regarding “Forward-Looking” Information.
This news release includes certain “forward-looking information” and “forward-looking statements” (collectively “forward-looking
statements”) within the meaning of applicable Canadian and United States securities legislation including the United States
Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included herein,
without limitation, statements relating the future operating or financial performance of the Company, are forward-looking
statements.
Forward-looking statements are frequently, but not always, identified by words such as “expects”, “anticipates”, “believes”,
“intends”, “estimates”, “potential”, “possible”, and similar expressions, or statements that events, conditions, or results “will”,
“may”, “could”, or “should” occur or be achieved. Forward-looking statements in this news release relate to, among other
things, technical results from the Company’s drilling program and closing of the Offering. Actual future results may differ
materially. There can be no assurance that such statements will prove to be accurate, and actual results and future events
could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and
projections on the date the statements are made and are based upon a number of assumptions and estimates that, while
considered reasonable by the respective parties, are inherently subject to significant business, economic, competitive,
political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results,
performance or achievements to be materially different from the results, performance or achievements that are or may be
expressed or implied by such forward-looking statements and the parties have made assumptions and estimates based on or
related to many of these factors. Such factors include, without limitation, the risk that the Company is not able to find suitable
investors for the Offering or does not receive the approval of TSX Venture Exchange. Readers should not place undue reliance
on the forward-looking statements and information contained in this news release concerning these times. Except as required
by law, the Company does not assume any obligation to update the forward-looking statements of beliefs, opinions,
projections, or other factors, should they change.