Cleghorn Minerals Announces Private Placement Financing and Qualifying Transaction Update
26 JULY 2016
THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWS AGENCIES
Val-d’Or, Québec – July 26, 2016 – Cleghorn Minerals Ltd. (“Cleghorn”), a “capital pool company” under the policies of the TSX Venture Exchange, announces that it will conduct the following non-brokered private placement offering (the “Financing”) to replace the financing previously announced on August 10, 2015:
up to 3,333,333 flow-through units (the “FT Units”) at a per FT Unit price of $0.12 for gross proceeds of up to $400,000, each FT Unit consisting of one common share in the capital of Cleghorn issued on a flow-through basis under the Canada Income Tax Act and one-half of one non-transferable non-flow- through common share purchase warrant, each whole warrant entitling the holder to purchase one non- flow-through common share in the capital of Cleghorn at a per share price of $0.15 for 18 months from the date of issuance; and
up to 2,000,000 units (the “Units”) at a per Unit price of $0.10 for gross proceeds of up to $200,000, each Unit consisting of one non-flow-through common share in the capital of Cleghorn and one non- transferable common share purchase warrant, entitling the holder to purchase one common share in the capital of Cleghorn at a per share price of $0.12 for 18 months from the date of issuance.
In connection with the Financing, Cleghorn intends to enter into a Finder’s Fee Agreement with Secutor Capital Management Corp. (the “Finder”) of Toronto, Ontario, pursuant to which Cleghorn has agreed to pay the Finder a cash fee equal to 8% of the gross proceeds raised from subscribers under the Financing who were introduced to Cleghorn by the Finder, plus non-transferable warrants (the “Finder Warrants”) equal to 8% of the aggregate number of the FT Units and Units purchased by subscribers introduced to Cleghorn by the Finder. Each Finder Warrant will entitle the holder to purchase one common share in the capital of Cleghorn at a per share price of $0.12 for 18 months from the date of issuance. Cleghorn will also pay the Finder in cash a settlement fee of up to a maximum of $5,000.
Cleghorn may also pay finder’s fees in amounts yet to be determined to other arm’s length parties who introduce Cleghorn to subscribers to the Financing.
Cleghorn intends to make submission to the Exchange for conditional acceptance of the terms of the Financing, which is intended to close concurrent with completion by Cleghorn of its proposed acquisition (the “Acquisition”) of the Meech Lake – Matachewan Prospect, which is intended to serve as Cleghorn’s Qualifying Transaction in accordance with Exchange Policy 2.4. The Acquisition is a non-arm’s length transaction, which was approved by Cleghorn’s shareholders on June 25, 2015.
In accordance with applicable securities legislation, all securities to be issued under the Financing and the Acquisition will be subject to a hold period of four months and one day from the date of issuance.
The proposed Acquisition has been conditionally accepted by the TSX Venture Exchange subject to submission to the Exchange by Cleghorn of final materials related thereto on or prior to August 18, 2016. There can be no assurance that the proposed Acquisition and Financing will be completed as proposed or at all.
Cleghorn’s proposed Qualifying Transaction was previously announced by news releases on October 20, 2014, January 12, 2015, June 26, 2015, August 10, 2015, November 4, 2015, February 15, 2016, and May 19, 2016. Details of the proposed Acquisition by Cleghorn of the Meech Lake – Matachewan Prospect are included in the Information Circular prepared by Cleghorn’s management, which was mailed to shareholders in connection with the annual general and special meeting of shareholders held in Montréal, Québec, on Thursday, June 25, 2015. The Information Circular has been electronically filed with regulators and is available for viewing through the Internet at the SEDAR website (www.sedar.com) under Cleghorn’s issuer profile.
For additional information, please contact:
Glenn Mullan, President, Chief Executive Officer,
Secretary and Director Telephone: (819) 824-2808
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and majority of the minority shareholder approval. The transaction cannot close until the required shareholder approval is obtained. 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 management information circular 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 TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
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 news release.
This news release contains certain statements that may be deemed “forward-looking statements”. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although Cleghorn believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of Cleghorn’s management on the date the statements are made. Except as required by law, Cleghorn undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.
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