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TSX.V: COCO
VANCOUVER, BC, May 16, 2024
/CNW/ - Coast Copper Corp. ("Coast Copper" or the "Company")
(TSXV: COCO) is pleased to announce it has closed its
previously announced non-brokered private placement (see news
release dated May 8, 2024), issuing
8,750,000 units ("Units") at an issue price of $0.06 per Unit for gross proceeds of $525,000 (the "Offering").
Each Unit will consist of one common share of Coast Copper and
one non-transferable common share purchase warrant, with each
warrant entitling the holder to acquire an additional common share
of the Company at an exercise price of $0.12 per share with an expiry date ("Expiry
Date") of 36 months from completion of the Offering (the
"Closing Date").
Coast Copper would like to highlight that as a result of the
Company selling its 100% interest in the Gin, Bonanza and
Eldorado properties (collectively,
the "Red Chris Properties") to Skeena Resources Limited
("Skeena") in October 2022 for
an aggregate purchase price of $3,000,000 in cash and shares, this is the first
financing the Company has undertaken since September 2022. The Company has been able to move
its projects forward systematically and at low cost with minimal
dilution over the last 18 months and is positioning itself for a
market recovery. The Company will continue to receive the final
$1,000,000 in cash and shares from
Skeena over the next 12 months.
Tim Thiessen, Coast Copper CFO
comments: "As many of our owners and stakeholders are
already aware, we have been extremely prudent with the proceeds
from our Red Chris Properties sale to Skeena in 2022. We still have
over 40,000 common shares of Skeena on hand plus another
$1,000,000 in receivables pursuant to
the sale. The overall market appears to be on the cusp of revaluing
copper-focused assets like our Empire Mine property which includes
Benson Mine, a former producing copper mine operated by Cominco
from 1968 to 1972, which returned head grades averaging 1.9% copper
and 1.8 grams per tonne gold (in 1,196,117 tonnes) in massive
sulphide zones up to 30 metres thick ¹ ². Insiders and close
associates with a long-term outlook now hold approximately 47.3% of
the Company on an undiluted basis and we are excited to continue
creating value for our shareholders."
Two directors and one officer of the Company (the
"Insiders") participated in the Offering for an aggregate of
1,800,000 Units, representing 20.6% of the Offering. The
participation by the Insiders in the Offering is considered to be a
related-party transaction as defined under Multilateral Instrument
61-101 ("MI 61-101"). The transaction is exempt from the
formal valuation and minority shareholder approval requirements of
MI 61-101, as neither the fair market value of the securities being
issued nor the consideration being paid exceeds 25% of the
Company's market capitalization.
Following the Offering, the Company's CEO Adam Travis will own or control, directly and
indirectly, securities representing 9,009,833 common shares of the
Company on an undiluted basis, and 13,453,166 on a partially
diluted basis, representing approximately 12.25% and 17.25% of the
Company's issued and outstanding shares, respectively. As required
for the purposes of National Instrument ("NI") 62-103, Mr.
Travis has filed an early warning report ("EWR"), completed
filings on SEDI and the Company has issued this news release to
announce that he has increased his position by more than 2%, on a
partially diluted basis, since the filing of his last EWR on
September 28, 2022. Mr. Travis
acquired these shares for the purposes of an investment and
depending on market and other conditions, Mr. Travis may from time
to time in the future increase or decrease his ownership, control
or direction over securities of the Company, through market
transactions, private agreements, or otherwise.
In satisfaction of the requirements of TSX-V Policy 4.1 –
Private Placements, TSX-V Policy 5.9 – Protection of Minority
Securityholders in Special Transactions, MI 61-101 – Protection of
Minority Security Holders in Special Transactions, NI 51-102 –
Continuous Disclosure Obligations, NI 62-104 – Take-Over Bids and
Issuer Bids, and NI 62-103 – The Early Warning System and Related
Take-Over Bid and Insider Reporting Issues, a material change
report respecting the acquisition of securities by the related
party transactions and an early warning report respecting Mr.
Travis' increased holdings of the Company's capital structure will
be filed under the Company's SEDAR Profile at
www.sedarplus.com.
As noted in its news release dated May 8,
2024, the net proceeds raised from the issuance of the Units
will be used:
- to make the final payment due September
2024 in relation to the Company's optioned Empire Mine
property mineral claims;
- to conduct field work on the newly acquired Sully property
located adjacent to the PJX Resources Inc.'s Dewdney Trail property³ (see news release dated
February 12, 2024);
- to continue Coast Copper's strategic mineral property
acquisition program; and
- for working capital and general corporate purposes.
Finders acting in connection with the Offering received
aggregate cash fees of $8,820 and a
total of 147,000 finders' warrants, with the warrants having the
same terms as those in the Offering.
The Offering remains subject to customary closing conditions
including the approval of the TSX Venture Exchange. All
securities issued in the Offering will be subject to a statutory
hold period of four months and a day from the Closing Date.
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.
Qualified Persons
The technical information contained in this news release has
been prepared, reviewed, and approved by Wade Barnes, P.Geo. (BC), Coast Copper's
geological consultant and a Qualified Person ("QP") within
the context of the Canadian Securities Administrators' NI 43-101;
Standards of Disclosure for Mineral Projects.
About Coast Copper Corp.
Coast Copper's exploration focus is the optioned Empire Mine
property, located on northern Vancouver Island, BC, which covers
three historical open pit mines and two past-producing underground
mines that yielded iron, copper, gold, and silver. Coast Copper's
other properties include its 100% owned Sully property located in
southeastern BC, Knob Hill NW property located on northern
Vancouver Island, its Home Brew property in central BC, and its
Scottie West property located in the
"Golden Triangle" of northern BC. Coast Copper's management team
continues to review precious and base metals opportunities in
western North America.
On Behalf of the Board of Directors:
"Adam Travis"
Adam Travis, Chief Executive
Officer and Director
Cautionary Notes
¹ Historical information, maps or figures contained in this
release regarding Coast Copper's Empire Mine Property or adjacent
properties cannot be relied upon as the Company's QP, as defined
under NI-43-101 has not prepared nor verified the historical
information.
² Minister of Mines and Petroleum Resources Annual
Report 1968 and Geology, Exploration and Mining in British Columbia reports 1969-1972. Production
Reports on the Old Sport/Benson Lake
Mine.
³ This news release may contain information about adjacent
properties on which Coast Copper has no right to explore or mine.
Investors are cautioned that mineral deposits on adjacent
properties are not indicative of mineral deposits on the Company's
properties.
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 release.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
INFORMATION
Certain information contained or incorporated by reference in
this press release, including any information regarding the
proposed Transaction, private placement, board and management
changes, as to our strategy, projects, plans or
future financial or operating performance, constitutes
"forward-looking statements." All statements, other than statements
of historical fact, are to be considered forward-looking
statements. Forward-looking statements are necessarily based on a
number of estimates and assumptions that, while considered
reasonable by Coast Copper, are inherently subject to significant
business, economic, geological and competitive uncertainties and
contingencies. Although Coast Copper believes the expectations
expressed in such forward-looking statements are based on
reasonable assumptions, such statements are not a guarantee of
future performance. Known and unknown factors could cause actual
results to differ materially from those projected in the
forward-looking statements. Such factors include but are not
limited to: fluctuations in market prices, exploration and
exploitation successes, continued availability of capital and
financing, changes in national and local government legislation,
taxation, controls, regulations, expropriation or nationalization
of property and general political, economic, market or business
conditions. Many of these uncertainties and contingencies can
affect our actual results and could cause actual results to differ
materially from those expressed or implied in any forward-looking
statements made by, or on behalf of, us. Readers are cautioned that
forward-looking statements are not guarantees of future performance
and, therefore, readers are advised to rely on their own evaluation
of such uncertainties. All of the forward-looking statements made
in this press release, or incorporated by reference, are qualified
by these cautionary statements. We do not assume any obligation to
update any forward-looking statements.
SOURCE Coast Copper Corp.