Storm Exploration Increases Previously Announced Non-Brokered Private
News Release
(Not for distribution to the US news wire services or for dissemination in the US)
January 18, 2023
TSX-V: STRM
Storm Exploration Increases Previously Announced Non-Brokered Private
Placement to $1,000,000
VANCOUVER, B.C., January 18, 2023 – Storm Exploration Inc. (TSX-V: STRM) (“StormEx”, or the
“Company”) today announced that due to strong demand, it has increased the size of the previously
announced non-brokered private placement (the “Offering”), subject to acceptance by the TSX Venture
Exchange (the “Exchange”), to aggregate gross proceeds of up to $1,000,000. As previously
announced, StormEx also plans to consolidate the Company’s common shares (“Common Shares”) on
the basis of one (1) new post-consolidation Common Share for every four (4) pre-consolidation
Common Shares (the “Consolidation”) in connection with the Closing of the Offering.
Financing
The Offering consists, on a post-Consolidation basis, of units (the “Units”) at a price of $0.12 per Unit.
Each Unit will consist of one Common Share and one-half warrant (each whole warrant, a “Warrant”),
with each Warrant entitling the holder thereof to acquire an additional Common Share (the “Warrant
Share”) at an exercise price of $0.18 per Warrant Share for a period of 24 months from the date of
issuance.
The Offering is being conducted pursuant to available prospectus exemptions including sales to
accredited investors, family members, close friends and business associates of directors and officers of
the Company, to purchasers who have obtained suitability advice from a registered investment dealer
pursuant to the exemption set out in BC Instrument 45-536 (the "Investment Dealer Exemption") and
to existing shareholders of the Company pursuant to the exemption set out in BC Instrument 45-534
(the "Existing Shareholder Exemption").
The Offering is not subject to a minimum amount and the maximum gross proceeds of the Offering is
$1,000,000. Under the Offering, a maximum of 8,333,333 Common Shares and 4,166,667 Warrants
will be issuable. The gross proceeds of the Offering will be used for general working capital purposes. If
the Offering is over-subscribed, subscriptions will be accepted at the discretion of the Company and
subject to the approval of the Exchange; therefore, it is possible that a subscriber's subscription may
not be accepted by the Company even though it is received within the Offering period, unless the
Company determines to increase the size of the Offering.
The Existing Shareholder Exemption is available to shareholders residing in all Canadian jurisdictions.
Shareholders of record of the Company as at December 30, 2022 (the "Record Date") are eligible to
participate under the Existing Shareholder Exemption. To rely upon the Existing Shareholder
Exemption, the subscriber must: a) have been a shareholder of the Company on the Record Date and
continue to hold shares of the Company until the date of closing of the Offering, b) be purchasing the
Units as a principal, and c) either may not subscribe for more than $15,000 of securities from the
Company in any 12 month period or have received advice from a registered investment dealer
regarding the suitability of the investment. Existing shareholders interested in participatin g in the
Offering should consult their investment advisor or the Company directly.
The Offering may be closed in one or more tranches as subscriptions are received.
All securities issued pursuant to the Offering will be subject to statutory hold periods in accordance
with applicable United States and Canadian securities laws.
The securities offered have not been registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold absent
registration or compliance with an applicable exemption from the registration requirements of the U.S.
Securities Act and applicable state securities laws.
The Company anticipates that current insiders of the Company may participate in the Offering. Subject
to Exchange acceptance, finder’s fees may be paid. As required by the Investment Dealer Exemption,
the Company confirms that there are no material facts or material changes that have not been
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) has reviewed or accepts responsibility for the adequacy or
accuracy of this release.
Forward Looking Statements
This news release includes certain information that may constitute “forward-looking information” under
applicable Canadian securities legislation. Forward-looking information includes, but is not limited to,
completion of the Offering and the anticipated effective date of the Consolidation. Forward-looking
information is necessarily based upon a number of estimates and assumptions that, while considered
reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause
the actual results and future events to differ materially from those expressed or implied by such
forward-looking information, including the acceptance of the TSX Venture Exchange of the
Consolidation and Offering, and the ability of the Company to locate suitable purchasers for the
Offering. There can be no assurance that such information will prove to be accurate, as actual results
and future events could differ materially from those anticipated in such information. Accordingly,
readers should not place undue reliance on forward-looking information. All forward-looking
information contained in this press release is given as of the date hereof and is based upon the
opinions and estimates of management and information available to management as at the date
hereof. The Company disclaims any intention or obligation to update or revise any forward-looking
information, whether as a result of new information, future events or otherwise, except as required by
law.
For further information, please contact:
Storm Exploration Inc.
+1 (604) 506-2804