Cashbox Ventures Ltd. Announces Further Details in Connection with its Previously Announced Financing
LC380511-1
Cashbox Ventures Ltd. Announces Further Details in
Connection with its Previously Announced Financing
January 23, 2023, Vancouver, British Columbia - Cashbox Ventures Ltd. (CSE: CBOX.X)
(the "Corporation" or " CashBox") is pleased to announce further details regarding its non-
brokered private placement (the " Financing") being conducted in connection with its previously
announced business combination (the " Proposed Transaction ") with LiCAN Exploration Inc.
("LiCAN") (see January 18, 2023 news release). Closing of the Financing is expected to occur on
or about the week of February 15, 2023.
Pursuant to the Financing, the Corporation intends to offer for sale subscription receipts of the
Corporation (each, a " Subscription Receipt ") at a price of $0.10 per Subscription Receipt
(the "Offering Price") for gross proceeds of up to $1,500,000. Upon the satisfaction of certain
escrow release conditions customary for this type of transaction, including the closing of the
Proposed Transaction (the " Escrow Release Conditions "), each Subscription Receipt will,
pursuant to its terms and pursuant to the Proposed Transaction, result in the holder thereof being
issued, for no additional consideration and without any further action by its holder, one common
share in the capital of the Corporation (as it will exist following the completion of the Proposed
Transaction and after giving effect to a 10:1 consolidation of the Corporation's common shares).
The gross proceeds of the Financing will be held in escrow by an escrow agent (the " Escrow
Agent") acceptable to the Corporation and LiCAN. If the Escrow Release Conditions are not
satisfied prior to 5:00 p.m. (Pacific time) on the date that is 180 days following the closing date of
the Financing (or such other date as may be agreed to by the Corporation and LiCAN) (the
"Escrow Deadline"), the Subscription Receipts will be deemed to be cancelled and the Escrow
Agent will return to the holders of Subscription Receipts an amount equal to the aggregate Offering
Price of the Subscription Receipts held by them. If the Escrow Release Conditions are satisfied or
waived prior to the Escrow Deadline, then the Escrow Agent will release the gross proceeds of the
Financing to the Corporation.
Insiders of the Corporation may participate in the Financing and, if insiders participate in the
Financing, it will be considered a "related party transaction" subject to Multilateral Instrument 61-
101 – Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). The
Corporation intends to rely on exemptions from the formal valuation and minority shareholder
approval requirements provided under subsections 5.5(a) and 5.7(a) of MI 61-101 on the basis that
participation in the Financing by insiders will not exceed 25% of the fair market value of the
Corporation's market capitalization.
Closing of the Financing is subject to the Corporation obtaining all necessary corporate and
regulatory approvals, including, if applicable, approval of the Canadian Securities Exchange. All
securities issued to Canadian investors in connection with the Financing will be subject to a
statutory hold period of four months plus one day from the date of issuance in accordance with
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applicable securities legislation in Canada. The Corporation intends to use the proceeds of the
Financing for general working capital purposes and exploration and development of its lithium
property portfolio that it is acquiring in connection with the Proposed Transaction. The
Corporation may pay finder's fees on all or a portion of the Financing.
General Information on CashBox
CashBox is incorporated under the laws of the Province of British Columbia and has a head office
in Vancouver, British Columbia. The Corporation is a "non-operating issuer" under the policies of
the Canadian Securities Exchange.
Contact Information
Connor Cruise
Chief Executive Officer
+1 (236) 547 7463
This news release contains forward-looking statements relating to product development, plans, strategies
and other statements that are not historical facts. Forward-looking statements are often identified by terms
such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than
statements of historical fact included in this release are forward-looking statements that involve risks and
uncertainties. Forward-looking information in this news release includes, but is not limited to, statements
in respect of: timing and completion of the Proposed Transaction, if it is to close at all,including the receipt
of all necessary regulatory approvals, authorizations and consents and corporate and shareholder approvals
required in connection therewith; the 10:1 share consolidation, including timing thereof; the completion of
the Financing and the terms thereof, including, obtaining all necessary corporate and regulatory approvals,
the satisfaction of the Escrow Release Conditions; and the intended use of proceeds from the Financing.
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. Important factors that could cause actual
results to differ materially from the Corporation's expectations include the failure to satisfy the conditions
of the relevant securities exchange(s) and other risks detailed from time to time in the filings made by the
Corporation with securities regulations. The reader is cautioned that assumptions used in the preparation of
any forward-looking information may prove to be incorrect. Events or circumstances may cause actual
results to differ materially from those predicted, as a result of numerous known and unknown risks,
uncertainties, and other factors, many of which are beyond the control of the Corporation. The reader is
cautioned not to place undue reliance on any forward-looking information. Such information, although
considered reasonable by management at the time of preparation, may prove to be incorrect and actual
results may differ materially from those anticipated. Forward-looking statements contained in this news
release are expressly qualified by this cautionary statement. The forward-looking statements contained in
this news release are made as of the date of this news release and the Corporation will update or revise
publicly any of the included forward-looking statements as expressly required by applicable law.