Crown Mining Completes Oversubscribed $919,200 Private Placement
CROWN MINING COMPLETES OVERSUBSCRIBED $919,200 PRIVATE PLACEMENT
TORONTO, CANADA, February 28, 2018 – Crown Mining Corp., (“ Crown” or the
“Company”) (TSX Venture: CWM) is pleased to announce that it has completed a non-brokered
private placement previously annou nced on February 8, 2018 (the “Private Placement” ) for
aggregate gross proceeds of $919,200. The Private Placement involved the issuance of
4,596,000 units (“Units”) at a price of $0.20 per Unit for gr oss proceeds of $919,200. Each Unit
consists of one common share in the capital stock the Company (a “Common Share”) and one
half of one warrant. Each whole warrant will entitle the holder to pu rchase one Common Share
for $0.25 at any time within 2 years after closing s ubject to an acceleration clause. All securities
issued pursuant to this Private Placement will be subject to a four-month hold period.
As part of the Private Placement, the Compa ny paid Finders' fees of $28,560 and issued 142,800
Finders' Units to the Finders, with each Finder Unit entitling the holder to purchase one Unit at a
price of $0.20 per Unit, exercisable until February 28, 2020. Each Unit consists of one Common
Share and one half of one warrant. Each whole warrant will entitle the holder to purchase one
Common Share for $0.25 at any time until February 28, 2020, subject to an acceleration clause.
The indirect and direct participation in the Private Placement by insi ders of the Company
constitutes a “related party transaction” as such term is defined under Multilateral Instrument 61-
101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101”). Insiders
of the Company acquired directly and indire ctly a total of $25,000 wo rth of Units or 125,000
Units in the Private Placement on the same basis as other participants. The Company is relying
on the exemptions from the formal valuati on and minority approval requirements under MI 61-
101. The Company is exempt from the formal valuation requirement of MI 61-101 based on
section 5.5(b) of MI 61-101 as no securities of the Company are li sted or quoted for trading on
the Toronto Stock Exchange, the New York Stoc k Exchange, the American Stock Exchange, the
NASDAQ stock market or any other stock excha nge outside of Canada and the United States
other than the Alternative Investment Market of the London Stock Exchange or the Plus operated
by Plus Markets Group plc. Additionally, the Company is exempt from obtaining minority
shareholder approval in connection with the Priv ate Placement by relying on section 5.7(1)(b) of
MI 61-101 as, in addition to the fo regoing, (i) neither the fair mark et value of the Units nor the
consideration received in respect thereof from “interested parties” as defined by MI 61-101
would exceed $2,500,000, (ii) the Company has one or more independent directors in respect of
the Private Placement who are not employees of the Company, and (iii) all of the independent
directors have approved the Private Placement.
A material change report in connection with th e Private Placements 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 wished to complete the Private Placements in a timely
manner.
The Company will use the proceeds of the Private Placement to make the final payment for the
acquisition of the Moonlight property and for general working capital purposes.
Crown controls approximately 15 square miles of patented and unpatented federal mining claims
in the Light’s Creek Copper District; essentially, the entire District. The District contains
substantial copper (silver) sulf ide and copper oxide resources in three deposits – Moonlight,
Superior and Engels, as well as several partially tested and untested exploration targets.
The Superior and Engels Mines operated from about 1915-1930 producing over 161 million
pounds of copper from over 4 million tons of rock containing 2.2% copper with silver and gold
credits. The Moonlight Deposit was discovered and drilled by Placer Amex during the 1960’s.
The three deposits host the following National Instrument 43-101 (“NI 43-101”) resources,
calculated using ordinary kriging and a cutoff grade of 0.20% copper:
Deposit Tonnes Grade Copper
(tons in brackets) (%) (pounds)
Moonlight (Indicated) 146 million (161mm) .324 1.04 billion
Moonlight (Inferred) 88 million (88mm) .282 496 million
Superior (Inferred) 54 million .41 487 million
Engels – oxide (Inferred) 2.5 million 1.05 60 million
Further details of these resources and the parameters used to cal culate them can be found in the
Technical Report on the Moonlight Copper Pr operty dated April 12, 2007 and the Technical
Report on the Superior Project dated November 7, 2014 filed on Sedar.com. Additional historical
resource estimates are also disclosed in these reports.
As announced in its press rel ease of November 27, 2017 Crown has retained Tetra Tech to
complete a Preliminary Economic Assessment (“PEA”) on the Moonlight deposit. Results of the
PEA are anticipated by the end of the 1st quarter, 2018.
Mr. George Cole is the Qualified Person pursu ant to NI 43-101 responsible for the technical
information contained in this news release, and he has reviewed and approved this news release.
For more information please see the Crown website at www.crownminingcorp.com.
For Further Information Contact:
Mr. Stephen Dunn, President, CE O and Director, Crown Mining Corporation (416) 361-2827 or
email [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 press release.
This press release contains forward-looking statements within the meaning of applicable Canadian and U.S.
securities laws and regulations, including statements regarding the future activities of the Company. Forward-
looking statements reflect the current beliefs and expectat ions of management and are identified by the use of words
including “will”, “anticipates”, “expected to”, “plans”, “p lanned” and other similar words. Actual results may
differ significantly. The achievement of the results expressed in forward-looking statements is subject to a number of
risks, including those described in the Company’s manag ement discussion and analysis as filed with the Canadian
securities regulatory authorities which are available at www.sedar.com. Investors are cautioned not to place undue
reliance upon forward-looking statements.
This news release shall not constitute an offer to sell or solicitation of an offer to buy the securities in any
jurisdiction. The common shares will not be and have not been registered under the United States Securities Act of
1933 and may not be offered or sold in the United St ates absent registration or applicable exemption from the
registration requirements.