NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, BC / ACCESSWIRE / October 11, 2024 / Collingwood Resources Corporation (TSXV:COLL.P) (the "Company") is pleased to announce the closing of its previously announced private placement, on September 9, 2024, (the "Private Placement") of a total of 2,400,000 common shares at a price of $0.10 per common share ("Shares") for gross proceeds of $240,000.
In connection with the closing, the Company paid cash finder's fees in the amount of $14,100 to an arm's length finder (the "Finder") representing 6% of the proceeds received from subscribers introduced to the Company by the Finder. The net proceeds of the Private Placement will be used to evaluate the potential acquisition of exploration projects to serve as the Company's "Qualifying Transaction" under TSX Venture Exchange (the "Exchange") policies and for general working capital purposes.
Two subscribers to the Private Placement subscribing for an aggregate of 320,000 Shares (the "Related Shares") are directors of the Company, and, as a result, the Private Placement constitutes a "related party transaction" under the policies of the Exchange and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the minority shareholder approval and formal valuation requirements applicable to the related party transactions under Sections 5.7(b) and 5.5(b), respectively, of MI 61-101. There has been no prior formal valuation of the Shares issued as there has not been any necessity to do so. The Private Placement has been reviewed and unanimously approval by the Company's board of directors, including the independent directors.
All Shares issued pursuant to this Private Placement will be subject to a four (4) month hold period from the date of issuance. In addition, all 320,000 Related Shares issued will be subject to an eighteen (18) month, post "Qualifying Transaction" escrow release schedule pursuant to the Company's CPC Escrow agreement dated February 5, 2018, a copy of which is available under the Company's profile at www.sedarplus.ca. The Private Placement is subject to the final approval of the Exchange.
Caution to US Investors
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities 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 U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
ON BEHALF OF THE BOARD OF DIRECTORS OF COLLINGWOOD RESOURCES CORPORATION
"Scott Gibson" CEO, CFO and Director.
Scott Gibson
E: sgibson@kitcogibson.com
NEITHER 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 RELEASE.
ALL STATEMENTS IN THIS PRESS RELEASE, OTHER THAN STATEMENTS OF HISTORICAL FACT, ARE "FORWARD-LOOKING INFORMATION" WITH RESPECT TO THE COMPANY WITHIN THE MEANING OF APPLICABLE SECURITIES LAWS, INCLUDING STATEMENTS WITH RESPECT TO THE COMPANY'S PLANNED FINANCING ACTIVITIES RELATED TO THE COMPANY'S BUSINESS AS A CAPITAL POOL COMPANY. THE COMPANY PROVIDES FORWARD-LOOKING STATEMENTS FOR THE PURPOSE OF CONVEYING INFORMATION ABOUT CURRENT EXPECTATIONS AND PLANS RELATING TO THE FUTURE AND READERS ARE CAUTIONED THAT SUCH STATEMENTS MAY NOT BE APPROPRIATE FOR OTHER PURPOSES. BY ITS NATURE, THIS INFORMATION IS SUBJECT TO INHERENT RISKS AND UNCERTAINTIES THAT MAY BE GENERAL OR SPECIFIC AND WHICH GIVE RISE TO THE POSSIBILITY THAT EXPECTATIONS, FORECASTS, PREDICTIONS, PROJECTIONS OR CONCLUSIONS WILL NOT PROVE TO BE ACCURATE, THAT ASSUMPTIONS MAY NOT BE CORRECT AND THAT OBJECTIVES, STRATEGIC GOALS AND PRIORITIES WILL NOT BE ACHIEVED. THESE RISKS AND UNCERTAINTIES INCLUDE BUT ARE NOT LIMITED TO THOSE IDENTIFIED AND REPORTED IN THE COMPANY'S PUBLIC FILINGS UNDER THE COMPANY'S SEDAR PROFILE AT WWW.SEDAR.COM. ALTHOUGH THE COMPANY HAS ATTEMPTED TO IDENTIFY IMPORTANT FACTORS THAT COULD CAUSE ACTUAL ACTIONS, EVENTS OR RESULTS TO DIFFER MATERIALLY FROM THOSE DESCRIBED IN FORWARD-LOOKING INFORMATION, THERE MAY BE OTHER FACTORS THAT CAUSE ACTIONS, EVENTS OR 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 STATEMENTS. THE COMPANY DISCLAIMS ANY INTENTION OR OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING INFORMATION, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE UNLESS REQUIRED BY LAW.
UNITED STATES ADVISORY. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), HAVE BEEN OFFERED AND SOLD OUTSIDE THE UNITED STATES TO ELIGIBLE INVESTORS PURSUANT TO REGULATION S PROMULGATED UNDER THE U.S. SECURITIES ACT, AND MAY NOT BE OFFERED, SOLD, OR RESOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OF OR BENEFIT OF, A U.S. PERSON (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT) UNLESS THE SECURITIES ARE REGISTERED UNDER THE U.S. SECURITIES ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT IS AVAILABLE. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MUST NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE U.S. SECURITIES ACT. THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES, NOR SHALL THERE BE ANY SALE OF SECURITIES IN THE STATE IN THE UNITED STATES IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.
SOURCE: Collingwood Resources Corporation
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