Toronto, Ontario–(Newsfile Corp. – February 28, 2018) – Crown Mining Corp., (TSXV: CWM) (“Crown” or the “Company“) is pleased to announce that it has completed a non-brokered private placement previously announced on February 8, 2018 (the “Private Placement”) for aggregate gross proceeds of $919,200. The Private Placement involved the issuance of 4,596,000 units (“Units”) at a price of $0.20 per Unit for gross proceeds of $919,200. Each Unit consists of one common share in the capital stock the Company (a “Common Share”) and one half of one warrant. Each whole warrant will entitle the holder to purchase one Common Share for $0.25 at any time within 2 years after closing subject to an acceleration clause. All securities issued pursuant to this Private Placement will be subject to a four-month hold period.
As part of the Private Placement, the Company paid Finders’ fees of $28,560 and issued 142,800 Finders’ Units to the Finders, with each Finder Unit entitling the holder to purchase one Unit at a price of $0.20 per Unit, exercisable until February 28, 2020. Each Unit consists of one Common Share and one half of one warrant. Each whole warrant will entitle the holder to purchase one Common Share for $0.25 at any time until February 28, 2020, subject to an acceleration clause.
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 $25,000 worth of Units or 125,000 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 Placements 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 Placements in a timely manner.
The Company will use the proceeds of the Private Placement to make the final payment for the acquisition of the Moonlight property and for general working capital purposes.
Crown controls approximately 15 square miles of patented and unpatented federal mining claims in the Light’s Creek Copper District; essentially, the entire District. The District contains substantial copper (silver) sulfide and copper oxide resources in three deposits – Moonlight, Superior and Engels, as well as several partially tested and untested exploration targets.
The Superior and Engels Mines operated from about 1915-1930 producing over 161 million pounds of copper from over 4 million tons of rock containing 2.2% copper with silver and gold credits. The Moonlight Deposit was discovered and drilled by Placer Amex during the 1960’s.
The three deposits host the following National Instrument 43-101 (“NI 43-101”) resources, calculated using ordinary kriging and a cutoff grade of 0.20% copper:
|(tons in brackets)||(%)||(pounds)|
|Moonlight (Indicated)||146 million (161mm)||.324||1.04 billion|
|Moonlight (Inferred)||88 million (88mm)||.282||496 million|
|Superior (Inferred)||54 million||.41||487 million|
|Engels – oxide (Inferred)||2.5 million||1.05||60 million|
Further details of these resources and the parameters used to calculate them can be found in the Technical Report on the Moonlight Copper Property dated April 12, 2007 and the Technical Report on the Superior Project dated November 7, 2014 filed on Sedar.com. Additional historical resource estimates are also disclosed in these reports.
As announced in its press release of November 27, 2017 Crown has retained Tetra Tech to complete a Preliminary Economic Assessment (“PEA”) on the Moonlight deposit. Results of the PEA are anticipated by the end of the 1st quarter, 2018.
Mr. George Cole 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.crownminingcorp.com.
For Further Information Contact:
Mr. Stephen Dunn, President, CEO and Director, Crown Mining Corporation (416) 361-2827 or email [email protected].
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 press release.
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.