THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWS AGENCIES
Val-d’Or, Québec, March 5, 2020 — Cleghorn Minerals Ld. (TSX-V:CZZ) (“Cleghorn” or the “Company”) is pleased to announce that it has completed the previously announced non-brokered private placement offering (the “Offering”) for gross proceeds of $285,000.
Cleghorn issued 5,700,000 Units under the Offering at a per Unit price of $0.05, each Unit comprised of one common share in the capital of the Company and one non-transferable common share purchase warrant (a “Warrant”), each Warrant entitling the holder to purchase one common share of the Company at a per share price of $0.10 until March 5, 2023.
The net proceeds raised from the Offering will be used by Cleghorn to conduct further exploration work on its Meech Lake, Matachewan Prospect property, and for general corporate purposes. All securities issued under the Offering, including common shares underlying the Warrants, are subject to a hold period until July 6, 2020, in accordance with applicable securities legislation and the policies of the TSX Venture Exchange.
Two insiders participated in the private placement offering for aggregate cash consideration to Cleghorn of $100,000:
which constitutes a Related Party Transaction under TSX Venture Exchange Policy 5.9. Cleghorn availed itself of the exemptions contained in section 5.5(c) of Multilateral Instrument 61-101 (distribution of securities for cash) for an exemption from the formal valuation requirement and Section 5.7(1)(b) of Multilateral Instrument 61-101 for an exemption from the minority shareholder approval requirement of Multilateral Instrument 61-101, as the fair market value of the securities distributed in the transaction, and the consideration received by the Company for those securities, insofar as the transaction involved interested parties did not exceed $2,500,000.
Mr. Mullan’s participation in the private placement offering decreased his shareholding position, direct and indirect, and voting interest percentage by approximately 0.89%; and Mr. Groia’s participation in the private placement offering increased his shareholding position, direct and indirect, and voting interest percentage by approximately 0.59%.
Neither the Company nor, to the knowledge of the Company after reasonable inquiry, Messrs. Mullan or Groia has knowledge of any material information concerning the Company or its securities that has not been generally disclosed.
About Cleghorn Minerals Ltd.
Cleghorn is a junior mineral exploration company with a 100% interest in the Meech Lake - Matachewan Prospect, a property located in northeastern Ontario, subject to an aggregate 3.5% NSR.
For additional information, please contact:
Glenn J. Mullan, President, Chief Executive Officer, Secretary and Director
(819) 824-2808 – Head Office
(514) 835-8384 – Cell
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 the Company 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 or realities may differ materially from those in forward looking statements. Forward looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. Except as required by law, the Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.