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9 Capital Corp. Announces Conditional Approval and Filing of Filing Statement for Its Qualifying Transaction

07.06.2021  |  GlobeNewswire
TORONTO, June 07, 2021 - 9 Capital Corp. (“9 Capital” or the “Company”) (TSXV: NCPL.P) is pleased to announce that the TSX Venture Exchange (the “TSXV”) has conditionally accepted its proposed qualifying transaction pursuant to Policy 2.4 – Capital Pool Companies of the TSXV (the “Transaction”) with Churchill Diamond Corporation (“Churchill”), which, upon completion, will result in a reverse takeover of 9 Capital by the shareholders of Churchill. A Filing Statement has been prepared in respect of the Transaction in accordance with the requirements of the TSXV and has been filed under 9 Capital’s issuer profile on SEDAR at www.sedar.com. Closing of the proposed Transaction is expected to occur on or about June 16, 2021, and it is anticipated that the common shares of the resulting issuer company (the “Resulting Issuer”) on completion of the Transaction, to be renamed “Churchill Resources Inc.”, will commence trading on the TSXV under the ticker symbol “CRI” on or about the week of June 21, 2021, subject to the TSXV providing final approval for the Transaction.

Churchill is a private Ontario company managed by career mining industry professionals which currently holds three exploration projects, namely Taylor Brook in Newfoundland (the "Taylor Brook Project"), Pelly Bay in Nunavut and White River in Ontario. All three projects are at the evaluation stage, with known mineralized Ni-Cu-Co showings at Taylor Brook and Pelly Bay, and diamondiferous kimberlitic intrusives at White River. Upon completion of Transaction, it is the intention of the parties that the Resulting Issuer will continue to primarily focus on the exploration and development of the Taylor Brook Project.


Private Placement Financing

9 Capital and Churchill also announce that prior to the completion of the Transaction, Churchill will complete a non-brokered private placement offering and will issue: (i) 499,998 common shares of Churchill (each a “Churchill FT Share”) to be issued on a flow-through basis, pursuant to the Income Tax Act (Canada), at a price of $0.30 per Churchill FT Share; and (ii) 1,580,000 common shares of Churchill (each a "Churchill Share") to be issued on a non-flow-through basis, at a price of $0.25 per Churchill Share, for aggregate gross proceeds of $544,999.40 (the "Churchill Offering"). Certain eligible persons who acted as finders in connection with the Churchill Offering will receive a cash commission of approximately $20,650 and will be issued an aggregate of 75,600 Churchill Shares, being equal to 7% of the gross proceeds raised by such finders and 7% of the number of Churchill FT Shares and Churchill Shares placed by such finders, respectively. The net proceeds of the Churchill Offering will be used by the Resulting Issuer to fund working capital requirements and for other general corporate purposes.

Reference is also made to 9 Capital’s news releases dated December 23, 2020, February 1, 2021, March 18, 2021, April 9, 2021 and May 28, 2021 for additional information relating to 9 Capital, Churchill and the Transaction.


Further Information

All information contained in this news release with respect to 9 Capital and Churchill was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party. For further information regarding the Transaction, please contact:

9 Capital Corp.
Mr. Ben Cubitt, President and Chief Executive Officer
Tel. (416) 479-5048



Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this news release.


FORWARD-LOOKING STATEMENTS

This news release contains certain forward-looking statements, including, but not limited to, statements about the Company’s future plans and intentions, completion of the Transaction and the Churchill Offering as well as the listing of the Resulting Issuer shares on the TSXV. Wherever possible, words such as “may”, “will”, “should”, “could”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict” or “potential” or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management’s current beliefs and are based on information currently available to management as at the date hereof.

Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully, and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this news release are based upon what management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this news release, and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

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