Vancouver, B.C., June 13, 2023 – Cullinan Metals Corp. (CSE: CMT)(OTCQB: CMTNF) ("Cullinan" or the “Company”) is pleased to announce that further to its news release dated June 7, 2023, it has closed anon-brokered private placement of 625,000 flow-through Units (“FT Units”) at a price of $0.40 per flow-through Unit for gross proceeds of up to $250,000 (the “FT Offering”).
Each FT Unit is comprised of (a) one (1) “flow through” common share (each, a “FT Share”) that will qualify as “flow-through shares” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the “Act”); and (b) one-half of one transferrable “non-flow-through” common share purchase warrant(each whole warrant, a “NFT Warrant”) exercisable for one non-flow-through common share (each, a “NFT Share”) at a price of $0.60per NFT Share for a period of two (2) years from the closing date of the Offering.
In the event that the Shares trade at a price of $1.00 and above for ten (10)consecutive trading days, the Company may, at its option, accelerate the NFT Warrant expiry date by providing notice (the “Acceleration Notice”) to the NFT Warrant holders by way of a news release that the NFT Warrants will expire on the 30th day from the date of the Acceleration Notice.
In connection with the Offering, the Company will pay finder’s fees consisting of$15,000 and 37,500 finder’s warrants (the “Finder’s Warrant”). The Finder’s Warrants are non-transferable and exercisable at price of $0.40 per NFT Share for a period of two (2) years from the closing date of the Offering.
The gross proceeds from the issuance of the FT Units will be used to incur “Canadian exploration expenses” and will qualify as “flow-through mining expenditures” as defined under subsection 127(9) of Act (the "Qualifying Expenditures"). The Company will renounce the Qualifying Expenditures to the subscribers with an effective date of no later than December 31, 2023,and as required under the Act.
The securities issued under the Offering are subject to a statutory hold period of four months and one day in accordance with applicable securities legislation.
The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available.
On Behalf of the Board,
CULLINAN METALS CORP.
About Cullinan Metals Corp.
Cullinan Metals Corp. is a Canadian mining and exploration company focused on the development of energy metals. Cullinan is focused on key energy resources such as the development of copper, graphite and lithium assets around the world.
Neither the Canadian Securities Exchange nor its regulation services provider accepts responsibility for the adequacy of accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contain herein.
Forward-looking statements in this news release may include, but are not limited to, statements relating to those in respect of the proposed FT Offering, including the size, pricing and timing thereof, the type of securities being offered thereunder, the investors participating therein, the intended use of proceeds therefrom, the tax treatment of the securities to be issued under the FT Offering pursuant to the Act and Taxation Act (Quebec), the timing to renounce all Qualifying Expenditures in favour of the subscribers (if at all), and the conditions and approvals required and applications being filed in connection therewith. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Certain of these risks are set out in more detail in the Company's Annual Information Form for the financial year ended September 30, 2022, dated as of January 17, 2023 which has been filed on SEDAR and can be accessed at www.sedar.com. The forward-looking statements contained in this news release are made as of the date hereof, and except as may be required by applicable securities laws, the Company assumes no obligation or intent to update publicly or revise any forward-looking statements made herein or otherwise, whether as a result of new information, future events or otherwise.