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Canada Strategic Metals and Matamec Close a Subscription Receipt Offering With Goldcorp for $3.7 Million to Create Quebec Precious Metals Corporation

12.06.2018  |  GlobeNewswire
MONTREAL, June 12, 2018 - Canada Strategic Metals Inc. (“Canada Strategic” or “the Company”) (TSX.V:CJC) (FSE:YXEN) (OTC-BB:CJCFF) and Matamec Exploration Inc. (TSX.V:MAT) (OTC-QX:MHREF) are pleased to announce that Canada Strategic has closed the previously announced subscription receipt offering with Goldcorp Inc. (“Goldcorp”) for gross proceeds of CA $3,701,960 (the “Goldcorp Investment”). Upon the closing of the previously announced arrangement, and the satisfaction of certain other conditions precedent, each subscription receipt will automatically be converted, without further consideration and after consolidation (see press release dated April 26, 2018), into one unit of Quebec Precious Metals Corp. (“QPM”) (Canada Strategic) (a “Unit”) priced at CA $0.61. Each Unit consists of one common share (post-consolidation) of QPM (Canada Strategic) and half a common share purchase warrant, with each whole warrant (a “Warrant”) entitling its holder to purchase an additional common share of QPM (Canada Strategic), post-consolidation, for $0.85, for a period of two years following the closing of the transaction. The arrangement and the Goldcorp Investment are referred to as the “Transaction”.

The gross proceeds have been placed in escrow (the “Escrowed Proceeds”) with the subscription receipt Agent (the “Agent”) until such time as Canada Strategic notifies the Agent that the conditions for release have been met. Once the Agent receives that notice, the Escrowed Proceeds will be released to Canada Strategic and each subscription receipt will automatically be converted into a Unit, consisting of one common share and half a common share purchase warrant.

If the conditions for release from escrow are not met, or if Canada Strategic publicly announces, through a news release, that it does not intend to meet the escrow release conditions, that terminates within 30 days of this closing (each being a "Cancelling Event"), then (i) the Agent will deliver the Escrowed Proceeds to Goldcorp by repaying to Goldcorp the gross proceeds in full, and (ii) the subscription receipt will become null and void.

Canada Strategic plans to use the net proceeds of the offering to fund exploration work on its mineral exploration projects and its general working capital. All the securities issued under the offering are subject to a minimum holding period that will expire four months and one day after the closing date of the Transaction, and are subject to the approval of the TSX Venture Exchange.

The arrangement is subject to several conditions, including shareholder, court and regulatory approval, and is expected to close on or about June 21, 2018.


Availability of documents

Documents related to the Transaction, such as the arrangement agreement and the subscription agreement entered into in connection with the Transaction, are available on SEDAR (www.sedar.com) as public documents filed by Canada Strategic.


About Canada Strategic Metals Inc.

Canada Strategic Metals is an emerging company focused on the exploration and development of a number of projects covering over 57,084 hectares in Quebec. With broad management experience in green technology and junior resource exploration and development, Canada Strategic Metals is well positioned to aggressively advance this promising property portfolio for its shareholders.



For more information on Canada Strategic Metals, contact:

Jean-François Meilleur, President and Chief Executive Officer
Tel.: 514 951-2730
Email: jfmeilleur@csmetals.ca

Paradox Public Relations
Tel: 514 341-0408



Forward-looking statements

This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the anticipated benefits of the Arrangement to Canada Strategic and Canada Strategic shareholders; the anticipated benefits of the Arrangement to Matamec and Matamec shareholders; the exchange ratio and value of the Canada Strategic Shares being delivered as arrangement consideration; the market capitalization of Canada Strategic following the completion of the Arrangement; the timing and receipt of the required shareholder, court, stock exchange and regulatory approvals for the Arrangement; the timing and ability of Canada Strategic and Matamec to satisfy the conditions precedent to completing the Arrangement; the closing of the Arrangement; the timing and receipt of the required stock exchange and regulatory approvals for the Arrangement; the length of the current market cycle and requirements for an issuer to survive in the current market cycle; future growth potential of Canada Strategic and their respective business; and future exploration plans.

These forward-looking statements are based on reasonable assumptions and estimates of management of Canada Strategic and Matamec, as the case may be, at the time such statements were made. Actual future results may differ materially as forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Canada Strategic or Matamec, as the case may be, to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include: satisfaction or waiver of all applicable conditions to closing of the Arrangement (including receipt of all necessary shareholder, court, stock exchange and regulatory approvals or consents and the absence of material changes with respect to the parties and their respective businesses, all as more particularly set forth in the Arrangement agreement); the synergies expected from the Arrangement not being realized; business integration risks; fluctuations in general macroeconomic conditions; fluctuations in securities markets and the market price of Canada Strategic and Matamec Shares; the satisfaction or waiver of all applicable conditions to closing of the transaction (including receipt of all necessary stock exchange and regulatory approvals or consents); fluctuations in spot and forward prices of gold, silver, base metals or certain other commodities; fluctuations in currency markets (such as the Canadian dollar to United States dollar exchange rate); change in national and local government, legislation, taxation, controls, regulations and political or economic developments; risks and hazards associated with the business of mineral exploration; inability to obtain adequate insurance to cover risks and hazards; the presence of laws and regulations that may impose restrictions on mining; employee relations; relationships with and claims by local communities and indigenous populations; availability of increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration (including the risks of obtaining necessary licenses, permits and approvals from government authorities); and title to properties or projects. In addition, the failure of a party to comply with the terms of the Arrangement agreement may result in that party being required to pay a non-completion or other fee to the other party, the result of which could have a material adverse effect on the paying party's financial position and results of operations and its ability to fund growth prospects and current operations. Although the forward-looking statements contained in this news release are based upon what management of Canada Strategic or/and Matamec, as the case may be, believes, or believed at the time, to be reasonable assumptions, Canada Strategic or/and Matamec, as the case may be, cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended.

Readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, Canada Strategic and Matamec assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

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.

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