Toronto, Ontario--(Newsfile Corp. - December 11, 2020) - CHC Student Housing Corp. (TSXV: CHC.H) ("CHC" or the "Company") wishes to update its previously announced non-brokered private placement of 3,500,000 units ("Units") at a price of $0.10 per Unit for gross proceeds of up to $350,000 (the "Offering") that will be completed concurrently with or immediately prior to the closing of the Company's previously announced reverse take-over transaction ("RTO") with 2294253 Alberta Ltd. ("TargetCo").
Each Unit will consist of one common share ("Common Share") in the capital of the Company and one-half of one warrant ("Warrant"). Each whole warrant will be exercisable to acquire one Common Share at an exercise price of $0.20 each for a period of 12 months from the date of issuance; provided, however, that if, following the date of issuance, the volume-weighted average trading price of the Common Shares on the TSX Venture Exchange is equal to or greater than $0.20 for any 10 consecutive trading day period, CHC may, upon providing written notice to the holders of the Warrants, accelerate the expiry date of the Warrants to the date that is 30 days following the date of such notice.
The Company confirms that, as of the date of this press release, there is no "material fact" or "material change" (as those terms are defined under applicable securities laws) related to the Company which has not been generally disclosed. CHC may pay finder's fees to eligible parties in connection with the Offering, all in accordance with the policies of the Exchange. All securities issued in connection with the Offering will be subject to a statutory hold period of four months plus a day from the closing of the Offering in accordance with applicable securities legislation.
TargetCo has entered into an option agreement (the "TargetCo Option Agreement") with Goldblock Capital Inc., a public company listed on the Canadian Securities Exchange, to acquire a 75% interest in the Canyon Creek copper-gold project located in south-central British Columbia (the "Property"). Assuming the full Offering and the RTO are completed, all of the net proceeds from the Offering will be used to complete an exploration program on the Canyon Creek copper-gold project located in south-central British Columbia (the "Property") in order to maintain TargetCo's right and option to acquire its interest in the Property pursuant to the TargetCo Option Agreement. Although the Company intends to use the proceeds of the Offering as described above, the actual allocation of proceeds may vary from the uses set out above, depending upon future operations, events or opportunities. For further details regarding the TargetCo Option Agreement, the Property, the RTO and related matters, please refer CHC's press release dated December 8, 2020.
A portion of the Offering may be completed pursuant to Multilateral CSA Notice 45-318 - Prospectus Exemption for Certain Distributions through an Investment Dealer ("CSA 45-318") and the corresponding blanket orders and rules implementing CSA 45- 318 in British Columbia and Alberta (collectively with CSA 45-318, the "Investment Dealer Exemption"). Each subscriber relying on the Investment Dealer Exemption must obtain advice regarding the suitability of the investment from a registered investment dealer. In addition to conducting the Offering pursuant to the Investment Dealer Exemption, the Offering will also be conducted pursuant to other available prospectus exemptions.
Closing of the RTO and the Offering remains subject to the approval by the TSX Venture Exchange.
Further details about the RTO, including further particulars of the Resulting Issuer and the Property, will be provided in a filing statement of CHC to be prepared and filed in respect of the RTO. Investors are cautioned that, except as disclosed in the filing statement, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of CHC should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed RTO and has neither approved nor disapproved the contents of this press release.
For further information please contact Ronald Schwarz, Chair of CHC, by email at schwarzkopf@rogers.com or by telephone at 416-593-7085.
Notice on Forward-Looking Information
Information set forth in this news release contains forward-looking statements. These statements reflect management's current estimates, beliefs, intentions and expectations regarding the future, including, but not limited to, CHC's completion of the RTO and related transactions including the completion of the Offering, the conditions to be satisfied for the completion of the RTO and the Offering including the approval of the Exchange and the filing of CHC's filing statement. Such statements are not guaranteeing of future performance. They are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements, including risks related to factors beyond the control of CHC. Such factors include, among other things: the requisite approvals of the shareholders noted above may not be obtained; the Exchange may not approve the RTO and the Offering; sufficient funds may not be available or raised pursuant to the Offering; and other risks that are customary to transactions of this nature. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits CHC will obtain from them. Except as required under applicable securities legislation, CHC undertakes no obligation to publicly update or revise forward-looking information.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/70115
