Canadian Premium Sand Inc. ("
CPS"
or the "
Company") (TSXV: CPS) is pleased to
announce that it has closed its previously announced brokered and
concurrent non-brokered private placements (the
"
Offerings"). Pursuant to the Offerings, the
Company issued an aggregate of 32,100,000 units of the Company
(each, a "
Unit"”) at a price of $0.30 per Unit for
gross proceeds to the Company of $9,630,000.
Each Unit consists of one common share of the
Company (a "Common Share") and one common share
purchase warrant (a "Warrant"). Each Warrant
entitles the holder thereof to purchase one Common Share at an
exercise price of $0.40 for a period of twenty-four (24) months
following closing.
In the event that the 30-day volume weighted
average trading price of the Common Shares on the TSX Venture
Exchange is at or greater than $0.90 per Common Share, the Company
may accelerate the expiry date of the Warrants by giving notice to
the holders thereof, and in such case, the Warrants will expire on
the 30th day after the date on which such notice is given by the
Company.
Management and directors of CPS, as well as
certain of the Company’s largest shareholders, including Paramount
Resources Ltd. and David J. Wilson, subscribed for approximately
50% of the Offering, to maintain their current ownership position
in the Company.
The net proceeds of the Offerings will be used
to advance the Company’s vertically integrated patterned solar
glass manufacturing facility to a shovel-ready state, such that it
is ready to commence construction by Q1 2023.
Pursuant to the Offerings, a total of 32,100,000
Common Shares and 32,100,000 Warrants were issued to subscribers.
In connection with the Offerings, the Company paid commissions and
fees totaling $448,006.
The Offerings are subject to the final
acceptance of the TSX Venture Exchange. The Common Shares were
distributed in certain Canadian jurisdictions in reliance upon
exemptions set forth in National Instrument 45-106 - Prospectus
Exemptions. The Common Shares issued pursuant to the Offerings are
subject to a statutory hold period expiring January 1, 2023.
The securities described herein 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 accordingly may not be offered or sold within
the United States or to “U.S. persons”, as such term is defined in
Regulation S promulgated under the U.S. Securities Act (“U.S.
Persons”), except in compliance with the registration requirements
of the U.S. Securities Act and applicable state securities
requirements or pursuant to exemptions therefrom. This news release
does not constitute an offer to sell or a solicitation of an offer
to buy any of the Company’s securities to, or for the account of
benefit of, persons in the United States or U.S. Persons.
The issuances of Common Shares to insiders
pursuant to the Offerings will also be considered related party
transactions within the meaning of TSXV Policy 5.9 and Multilateral
Instrument 61-101 - Protection of Minority Security Holders in
Special Transactions (“MI 61-101”). CPS relied on exemptions from
the formal valuation and minority approval requirements in sections
5.5(c) and 5.7(b) of MI 61-101 in respect of such insider
participation on the basis that neither the fair market value of
the securities to be distributed in the Offerings nor the
consideration to be received for those securities, in so far as the
Offerings involved the Insiders, exceeded $2,500,000. Further
details will be provided in the Company’s material change report to
be filed on SEDAR.
About Canadian Premium Sand
Inc.
The Company is developing manufacturing capacity
for ultra high-clarity patterned solar glass through a
Company-owned facility to be located in Selkirk, Manitoba that
utilizes the high-purity, low-iron silica sand from its wholly
owned Wanipigow quarry leases and renewable Manitoba
hydroelectricity. The Company is a reporting issuer in Ontario,
Alberta and British Columbia. Its shares trade on the TSXV under
the symbol "CPS".
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.
CONTACT
INFORMATION:
Canadian Premium Sand Inc. |
|
Glenn Leroux |
Cam Deller |
President and Chief Executive Officer |
Chief Financial Officer |
glenn.leroux@cpsmail.com |
cam.deller@cpsmail.com |
|
|
Investor Relations |
|
IR@cpsmail.com |
|
587.355.3714 |
|
www.cpsglass.com |
|
Forward-Looking Information
Certain statements contained in this press
release constitute forward-looking statements relating to, without
limitation, expectations, intentions, plans and beliefs, including
information as to the future events, results of operations and the
Company’s future performance (both operational and financial) and
business prospects. In certain cases, forward-looking statements
can be identified by the use of words such as “expects”,
“estimates”, “forecasts”, “intends”, “anticipates”, “believes”,
“plans”, “seeks”, “projects” or variations of such words and
phrases, or state that certain actions, events or results “may” or
“will” be taken, occur or be achieved. Such forward-looking
statements reflect the Company's beliefs, estimates and opinions
regarding its future growth, results of operations, future
performance (both operational and financial), and business
prospects and opportunities at the time such statements are made,
and the Company undertakes no obligation to update forward-looking
statements if these beliefs, estimates and opinions or
circumstances should change. Forward-looking statements are
necessarily based upon a number of estimates and assumptions made
by the Company that are inherently subject to significant business,
economic, competitive, political and social uncertainties and
contingencies. Forward-looking statements are not guarantees of
future performance. In particular, this press release contains
forward-looking statements pertaining, but not limited, to: the use
of proceeds of the Offerings; timing for the commencement of
construction for the facility; future development and construction
plans; industry conditions pertaining to the solar glass
manufacturing industry; the ability of and manner by which the
Company expects to meet its capital needs; and the Company's
objectives, strategies and competitive strengths. By their nature,
forward-looking statements involve numerous current assumptions,
known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements of the
Company to differ materially from those anticipated by the Company
and described in the forward-looking statements.
A number of factors, risks and uncertainties
could cause results to differ materially from those anticipated and
described herein including, among others: the effects of
competition and pricing pressures; effects of fluctuations in the
price of glass products and raw materials input costs; risks
related to indebtedness and liquidity, including the Company's
capital requirements; risks related to interest rate fluctuations
and foreign exchange rate fluctuations; changes in general
economic, financial, market and business conditions in the markets
in which the Company operates; the Company's ability to obtain,
maintain and renew required permits, licenses and approvals from
regulatory authorities; the stringent requirements of and potential
changes to applicable legislation, regulations and standards; the
ability of the Company to comply with unexpected costs of
government regulations; liabilities resulting from the Company's
operations; the results of litigation or regulatory proceedings
that may be brought against the Company; uninsured and underinsured
losses; risks related to the transportation of the Company's
products, including potential rail line interruptions or a
reduction in rail car availability; supply chain risks and risks
relating to rising interest rates and inflationary pressures; the
geographic and customer concentration of the Company; the ability
of the Company to retain and attract qualified management and staff
in the markets in which the Company operates; labor disputes and
work stoppages and risks related to employee health and safety;
general risks associated with the glass manufacturing and sand
quarry industries, loss of markets, consumer and business spending
and borrowing trends; limited, unfavorable, or a lack of access to
capital markets; uncertainties inherent in estimating quantities of
products; processing problems; the use and suitability of the
Company's accounting estimates and judgments; and the other risk
factors outlined in CPS’s most recent Management’s Discussion and
Analysis which is available on SEDAR at www.sedar.com. Although the
Company has attempted to identify important factors that could
cause actual actions, events or results to differ materially from
those described in its forward-looking statements, there may be
other factors that cause actions, events or results not to be as
anticipated, estimated or intended. There can be no assurance that
forward-looking statements will materialize or prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such statements. The
forward-looking statements contained in this press release are
expressly qualified by this cautionary statement. Readers should
not place undue reliance on forward-looking statements. These
statements speak only as of the date of this press release. Except
as may be required by law, the Company expressly disclaims any
intention or obligation to revise or update any forward-looking
statements or information whether as a result of new information,
future events or otherwise. Any financial outlook and
future-oriented financial information contained in this press
release regarding prospective financial performance, financial
position, cash flows or EBITDA projections are based on assumptions
about future events, including economic conditions and proposed
courses of action based on management’s assessment of the relevant
information that is currently available. Projected operational
information contains forward-looking information and is based on a
number of material assumptions and factors, as are set out above.
These projections may also be considered to contain future oriented
financial information or a financial outlook. The actual results of
the Company's operations for any period will likely vary from the
amounts set forth in these projections and such variations may be
material. Actual results will vary from projected results. Readers
are cautioned that any such financial outlook and future-oriented
financial information contained herein should not be used for
purposes other than those for which it is disclosed herein. The
forward-looking information and statements contained in this
document speak only as of the date hereof and the Company does not
assume any obligation to publicly update or revise them to reflect
new events or circumstances, except as may be required pursuant to
applicable laws.
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