Toronto, Ontario–(Newsfile Corp. – April 8, 2015) – Crown Mining Corporation (TSXV: CWM) (“Crown” or the “Company“) is pleased to announce that it has completed a non-brokered private placement previously announced on March 13, 2015 (the “Private Placement”) for aggregate gross proceeds of $150,000. The Private Placement involved the issuance of 3,000,000 units (“Units”) at a price of $0.05 per Unit for gross proceeds of $150,000. Each Unit consists of one common share in the capital stock the Company (a “Common Share”) and one Common Share purchase warrant (a “Warrant”). Each Warrant will entitle the holder thereof to acquire one Common Share at a price of $0.15 at any time up to the date that is two years following the date of closing of the Private Placement, subject to an acceleration clause. All securities issued pursuant to this Private Placement will be subject to a four-month hold period.
The indirect and direct participation in the Private Placement by insiders of the Company constitutes a “related party transaction” as such term is defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Insiders of the Company acquired directly and indirectly a total of $77,000 worth of Units or 1,540,000 Units in the Private Placement on the same basis as other participants. The Company is relying on the exemptions from the formal valuation and minority approval requirements under MI 61-101. The Company is exempt from the formal valuation requirement of MI 61-101 based on section 5.5(b) of MI 61-101 as no securities of the Company are listed or quoted for trading on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ stock market or any other stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the Plus operated by Plus Markets Group plc. Additionally, the Company is exempt from obtaining minority shareholder approval in connection with the Private Placement by relying on section 5.7(1)(b) of MI 61-101 as, in addition to the foregoing, (i) neither the fair market value of the Units nor the consideration received in respect thereof from “interested parties” as defined by MI 61-101 would exceed $2,500,000, (ii) the Company has one or more independent directors in respect of the Private Placement who are not employees of the Company, and (iii) all of the independent directors have approved the Private Placement.
A material change report in connection with the Private Placement will be filed less than 21 days before the closing of the Private Placement. This shorter period is reasonable and necessary in the circumstances as the Company wished to complete the Private Placement in a timely manner.
The Company will use the proceeds of the Private Placement to satisfy accounts payable and to reduce debt, for exploration and development work at its Superior Project and for general working capital purposes.
In addition, the Company announces that incentive stock options to purchase up to 765,000 common shares of the Company have been granted to various officers, directors and consultants of the Company pursuant to the Company’s stock option plan and subject to any regulatory approval. Each stock option is exercisable at $0.10 for a period of three years from the grant date.
Lastly, the Company announces the resignation of Johnny Oliveira as a Chief Financial Officer of the Corporation effective April 30, 2015. The Corporation would like to thank Mr. Oliveira for his service and wish him success in his future endeavors. Effective May 1, 2015, Stephen Dunn will take over as Chief Financial Officer.
Crown is focused on advancing its 100% controlled Superior Copper Project in Northeast California. The Superior Project has an inferred mineral resource of 57 million metric tonnes at an average grade of 0.43% with 547 million pounds of contained copper in 2 deposits. Further details of this resource can be found in the Technical Report on the Superior Project dated Nov 15, 2013 and November 7, 2014 at Sedar.com.
Mr. Tanaka is the Qualified Person pursuant to NI 43-101 responsible for, the technical information contained in this news release, and he has reviewed and approved this news release.
For more information please see the Crown website at www.crowngoldcorp.com.
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This press release contains forward-looking statements within the meaning of applicable Canadian and U.S. securities laws and regulations, including statements regarding the future activities of the Company. Forward-looking statements reflect the current beliefs and expectations of management and are identified by the use of words including “will”, “anticipates”, “expected to”, “plans”, “planned” and other similar words. Actual results may differ significantly. The achievement of the results expressed in forward-looking statements is subject to a number of risks, including those described in the Company’s management discussion and analysis as filed with the Canadian securities regulatory authorities which are available at www.sedar.com. Investors are cautioned not to place undue reliance upon forward-looking statements.
This news release shall not constitute an offer to sell or solicitation of an offer to buy the securities in any jurisdiction. The common shares will not be and have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements.