St Charles Resources Inc. Completes Initial Public Offering
LEGAL_38757230.3
ST CHARLES RESOURCES INC.
PRESS RELEASE
April 26, 2022 TSX-V: SCRS.P
ST CHARLES RESOURCES INC. COMPLETES INITIAL PUBLIC OFFERING
Toronto, O.N. – St Charles Resources Inc. (“St Charles” or the “Company”) is pleased to announce that it has
completed its initial public offering of 20,000,000 common shares in the capital of the Company (the “Shares”) at
$0.10 per Share for gross proceeds of $ 2,000,000 (the “ Offering”) pursuant to a n amended and restated final
prospectus dated April 7, 2022 (the “Prospectus”) filed with the Ontario, British Columbia and Alberta Securities
Commissions and the Financial and Consumer Affairs Authority of Saskatchewan . The Company’s Shares are
expected to be listed on Tier 2 of the TSX Venture Exchange (the “ TSXV”) as a Capital Pool Company on April 26,
2022 under the symbol SCRS.P.
iA Private Wealth Inc . (the “ Agent”) acted as agent for the Offering. Pursuant to the Offering, t he Company
compensated the Agent as follows: (1) a cash commission equal to 10% of the gross proceeds of the Offering, (2)
corporate finance fee and (3) options to purchase up to 2,000,000 Shares of the Company (the “Agent’s Options”)
at a price of $0.10 per Share, exercisable for a period of 60 months from the Closing date of the Offering.
At the closing of the Offering, the Company also granted stock options (the “ CPC Options”) to directors of the
Company to acquire up to an aggregate of 2,736,000 Shares. Each CPC Option is exercisable to acquire one Share
at a price of $0.10 per Share, exercisable for a period of 60 months from the listing date of the Shares.
Following the completion of the Offering, the Company has 27,360,000 Shares issued and outstanding (7,360,000
of which are subject to escrow restrictions as disclosed in the Prospectus), 2,000,000 Shares reserved for issuance
upon exercise of the Agent’s Options and 2,736,000 Shares reserved for issuance upon exercise of the CPC
Options.
The board of directors of the Company consists of James A. Crombie, Alain Krushnisky, Carole Plante, Mark Eaton
and David A. Fennell.
About St Charles Resources Inc.
St Charles Resources Inc. is designated as a Capital Pool Company under TSXV Policy 2.4 . The Company has not
commenced commercial operations and has no assets other than cash. The purpose of the Offering is to provide
the Company with funds to identify and evaluate businesses or assets with a view to completing a Qualifying
Transaction (as defined in the Prospectus). Any proposed Qualifying Transaction must be approved by the TSXV
and, in the case of a non-arm’s length Qualifying Transaction, must also receive majority approval of the minority
shareholders. Until the completion of a Qualifying Transaction, the Company will not carry on any business other
than the identification and evaluation of businesses or assets with a view to completing a proposed Qualifying
Transaction.
For further information regarding the Company, the Offering, and the Company’s management team, please see
the Prospectus filed with the Company’s disclosure documents on SEDAR at www.sedar.com or contact James
Crombie at 514-825-4222.
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Neither 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.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the
United States. The securities have not been and will not be 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 within the
United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws
or an exemption from such registration is available.
The information in this news release includes certain information and statements about management's view of
future events, expectations, plans and prospects that constitute forward looking statements. These statements are
based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and
uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance
may differ materially from those anticipated and indicated by these forward looking statements. Forward-looking
statements in this news release include, but are not limited to, the Company’s anticipated trading date on the TSXV
and the ability of the Company to complete a Qualifying Transaction. Any number of factors could cause actual
results to differ materially from these forward-looking statements as well as future results. Although the Company
believes that the expectations reflected in forward looking statements are reasonable, it can give no assurances
that the expectations of any forward looking statements will prove to be correct. Except as required by law, the
Company disclaims any intention and assumes no obligation to update or revise any forward looking statements
to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes
in factors affecting such forward looking statements or otherwise.