Copper Reef Completes Fully Subscribed $1,500,000 Private Placement
January 30 2020 - 2:26PM
Copper Reef Mining Corporation (“
Copper Reef” or
the “
Company") is pleased to announce that it has
closed its previously announced fully subscribed non-brokered
private placement financing (the “
Offering”, see
news release dated January 6, 2020) to raise gross proceeds of
$1,500,000 from the sale of 2,083,334 common shares of the Company
issued as "flow-through shares" within the meaning of the Income
Tax Act (Canada) ("
Flow-Through Shares") at a
price of $0.48 per Flow-Through Share, and 1,666,667 common shares
of the Company ("
Common Shares" and together with
the Flow-Through Shares, collectively, "
Shares")
at a price of $0.30 per Common Share.
The Company has issued an aggregate of 3,750,001
Shares with a hold period to May 31, 2020. Insiders of the Company,
Northfield Capital Corporation together with its joint actor, Mr.
Robert Cudney, have, directly or indirectly, subscribed for and
acquired direction or control over a total of 2,117,002 Common
Shares under the Offering, increasing their combination of direct
or indirect beneficial ownership of, and control or direction over
issued and outstanding Common Shares of the Company to
approximately 20.6%, or approximately 25.53% calculated on a
partially diluted basis assuming the exercise of their warrants
only. Pursuant to Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions (“MI
61-101”), the private placement of Shares to insiders
constitutes a “related party transaction”. The transaction is
exempt from the formal valuation and minority shareholder approval
requirements in Sections 5.4 and 5.6 of MI 61-101, respectively,
pursuant to the exemptions in Subsection 5.5(a) and Paragraph
5.7(1)(a) of MI 61-101, respectively, as neither the fair market
value of the subject matter of, nor the fair market value of the
consideration for, the transaction, insofar as it involves
interested parties, exceeds 25% of the Company’s market
capitalization (as determined under MI 61-101). The transaction is
also exempt from the formal valuation requirement in Subsection 5.4
of MI 61-101 pursuant to the exemption in Subsection 5.5(b) of MI
61-101, as the Company is not listed on any of the markets
specified therein. This release and a material change report are
being filed less than 21 days before the closing date of the
Offering. This shorter period is reasonable and necessary in the
circumstances as Mr. Cudney's subscription was received less than
21 days before the closing date of the Offering and the Company
requires use of the proceeds of the Offering as soon as possible in
order to pursue the objectives specified below this winter.
The Company agreed to pay a finder's fee in
respect of those purchasers under the Offering introduced to the
Company by finders. Each finder received a cash commission equal to
up to 5% of the gross proceeds received from purchasers under the
Offering who were introduced to the Company by such finder (the
"Finder's Fee"). The aggregate Finder's Fee
payable in connection with the Offering totalled $19,250.
The Offering is subject to certain conditions,
including, but not limited to, the receipt of all necessary
regulatory approvals. Securities issued under the Offering will be
subject to a four-month plus a day statutory hold period in
Canada.
The proceeds from the Offering will be used to
drill up to 16 exploration drill targets this winter in the Hanson
Lake Camp of Saskatchewan and the main Flin Flon Camp of Manitoba.
The remaining funds will be used for general working capital
purposes.
About Copper Reef Mining
CorporationCopper Reef is a Canadian junior mineral
exploration company with a specific focus on mineral properties in
Northwest Manitoba and Northeast Saskatchewan, Canada. All of the
Company’s properties are currently at the exploration stage. The
Company has assembled a portfolio of base metal and precious metal
prospects including strategic locations in the Provinces of
Manitoba and Saskatchewan, all of which are 100 percent owned with
no option payments or work commitments to a third party.
FOR FURTHER INFORMATION PLEASE
CONTACT:
COPPER REEF MINING CORPORATIONTel:
1-204-687-3500; Email: copperreefmining@gmail.comWebsite:
www.copperreefmining.com
Stephen L. MassonPresident
& CEO
No stock exchange or securities regulatory
authority has reviewed or accepted responsibility for the adequacy
or accuracy of this release. Some of the statements contained in
this release are forward-looking statements, such as estimates and
statements that describe the Company's future plans, objectives or
goals, including words to the effect that the Company or management
expects a stated condition or result to occur. Since
forward-looking statements address future events and conditions, by
their very nature, they involve inherent risks and
uncertainties.
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