Copper Reef Mining Corporation (“
Copper Reef” or
the “
Company”) (CSE: CZC) is pleased to announce
that it has completed a non-brokered private placement consisting
of 4,083,401 units of the Company (the “
Units”) at
a price of $0.30 per Unit for aggregate gross proceeds of
$1,225,020.30 (the “
Offering”). Each Unit consists
of one common share of the Company and one-half of one common share
purchase warrant (each whole common share purchase warrants, a
“
Warrant”). Each Warrant entitles the holder
thereof to purchase one common share of the Company at $0.40 per
common share until January 20, 2022.
Brian Howlett, President and Chief Executive
Officer of the Company commented: “We are pleased with the level of
interest in the Offering. The proceeds from the Offering will
be primarily used for exploration activities at the Company’s
properties in Northwest Manitoba and Northeast Saskatchewan, and
general corporate purposes.”
All of the securities sold pursuant to the
Offering are subject to a hold period which will expire on November
21, 2020 in accordance with applicable Canadian securities laws. In
addition, in connection with the Offering, the Company paid certain
cash finder’s fees.
Early Warning
In connection with the Offering, Northfield
Capital Corporation (“Northfield”), together with
its joint actor, Mr. Robert Cudney, acquired ownership and control
of 2,500,000 common shares and 1,250,000 Warrants. The Warrants
provide Northfield with a right to acquire 1,250,000 additional
common shares.
Prior to the completion of the Offering,
Northfield, together with its joint actor, Mr. Robert Cudney, owned
and controlled an aggregate of 4,776,302 common shares of the
Company (of which 4,369,702 common shares are owned by Northfield
directly and 406,600 common shares are owned by its joint actor)
and convertible securities entitling Northfield and its joint actor
to acquire an additional 1,525,000 common shares of the Company (of
which 1,375,000 convertible securities are owned by Northfield
directly and 150,000 convertible securities are owned by its joint
actor) representing approximately 20.6% of the issued and
outstanding common shares of the Company as of July 17, 2020 (or
approximately 25.5% calculated on a partially diluted basis,
assuming the exercise of the 2,775,000 convertible securities
only).
Upon completion of the Offering, Northfield,
together with its joint actor, Mr. Robert Cudney, own and control
an aggregate of 7,276,302 common shares of the Company (of which
6,869,702 common shares are owned by Northfield directly and
406,600 common shares are owned by its joint actor) and convertible
securities entitling Northfield and its joint actor to acquire an
additional 2,775,000 common shares of the Company (of which
2,625,000 convertible securities are owned by Northfield directly
and 150,000 convertible securities are owned by its joint actor)
representing approximately 26.68% of the issued and outstanding
common shares of the Company as of July 17, 2020 (or approximately
33.45% calculated on a partially diluted basis, assuming the
exercise of the 2,775,000 convertible securities only).
The common shares were acquired in a private
placement transaction which did not take place through the
facilities of any market for the Company’s securities. This
transaction was effected for investment purposes and Northfield and
its joint actor could increase or decrease their investments in the
Company at any time, or continue to maintain their current
investment position, depending on market conditions or any other
relevant factor. The common shares were acquired for aggregate
consideration of $750,000, pursuant to the exemption contained in
Section 2.3 of National Instrument 45-106 on the basis that each of
Northfield and Mr. Cudney is an “accredited investor” as defined
herein.
This portion of this new release is issued
pursuant to National Instrument 62-103 – The Early Warning System
and Related Take-Over Bid and Insider Reporting Issues, which also
requires an early warning report to be filed on SEDAR
(www.sedar.com) containing additional information with respect to
the foregoing matters. A copy of the related early warning report
may be obtained on the Company’s SEDAR profile or by contacting
Northfield at 141 Adelaide Street West, Suite 301, Toronto, Ontario
M5H 3L5, Attention: Michael Leskovec tel: 647 794-4360.
The head office of Copper Reef is located at 141
Adelaide Street West, Suite 301, Toronto, Ontario M5H 3L5.
About Copper Reef Mining
Corporation
Copper Reef is a Canadian junior mineral
exploration company with a specific focus on mineral properties in
Northwest Manitoba and Northeast Saskatchewan, Canada. All of the
Company’s properties are currently at the exploration stage. The
Company has assembled a portfolio of base metal and precious metal
prospects including strategic locations in the Provinces of
Manitoba and Saskatchewan, all of which are 100 percent owned with
no option payments or work commitments to a third party.
FOR FURTHER INFORMATION PLEASE
CONTACT:
COPPER REEF MINING CORPORATION.Tel:
1-647-227-3035; Email: copperreefmining@gmail.com Website:
www.copperreefmining.com Brian HowlettPresident & CEO
FORWARD-LOOKING INFORMATION
This news release contains “forward-looking
information” within the meaning of applicable Canadian securities
legislation. Forward-looking information includes, but is not
limited to, information with respect to the use of proceeds from
the Offering. Generally, forward-looking information can be
identified by the use of forward-looking terminology such as
“plans”, “expects”, or “does not expect”, “is expected”, “budget”,
“scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or
“does not anticipate”, or “believes” or variations of such words
and phrases or state that certain actions, events or results “may”,
“could”, “would”, “might”, or “will be taken”, “occur”, or “be
achieved”. Forward-looking information is based on the opinions and
estimates of management at the date the information is made, and is
based on a number of assumptions and is subject to known and
unknown risks, uncertainties and other factors that may cause the
actual results, level of activity, performance or achievements of
Copper Reef to be materially different from those expressed or
implied by such forward-looking information, including risks
associated with the exploration, development and mining such as
economic factors as they effect exploration, future commodity
prices, changes in foreign exchange and interest rates, actual
results of current production, development and exploration
activities, government regulation, political or economic
developments, environmental risks, permitting timelines, capital
expenditures, operating or technical difficulties in connection
with development activities, employee relations, the speculative
nature of mineral exploration and development, including the risks
of diminishing quantities of grades of resources, contests over
title to properties, and changes in project parameters as plans
continue to be refined as well as those risk factors discussed in
Copper Reef’s public disclosure documents which are available on
SEDAR at www.sedar.com. Although Copper Reef has attempted to
identify important factors that could cause actual results to
differ materially from those contained in forward-looking
information, there may be other factors that cause results not to
be as anticipated, estimated or intended. There can be no assurance
that such information will prove to be accurate, as actual results
and future events could differ materially from those anticipated in
such information. Accordingly, readers should not place undue
reliance on forward-looking information. The Company does not
undertake to update any forward-looking information, except in
accordance with applicable securities laws.
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