NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR DISSEMINATION IN THE UNITED STATES
Cypress Development Corp. ( TSXV: CYP ) ( OTCQX: CYDVF ) ( Frankfurt: C1Z1 ) ("Cypress" or "the Company") is pleased to announce that it has entered into an agreement with PI Financial Corp. as the underwriter and bookrunner (the "Underwriter") pursuant to which the Underwriter has agreed to purchase, on a bought deal basis pursuant to a short form prospectus, 6,000,000 units (the "Units") of the Company at a price of $2.00 per Unit (the "Offering Price") for gross proceeds of $12,000,000 (the "Offering"). Each Unit shall consist of one common share of the Company and one common share purchase warrant (each, a "Warrant"). Each Warrant shall be exercisable for one common share of the Company for a period of 24 months from the Closing Date (as herein defined) at an exercise price of $2.65.
In addition, the Company has granted the Underwriter an option (the "Over-Allotment Option"), exercisable in whole or in part, for a period of 30 days following the Closing Date, to purchase up to an additional 15% of the Units sold pursuant to the Offering, on the same terms as the Offering, to cover over-allotments and for market stabilization purposes.
The net proceeds from the Offering are expected to be used by the Company to fund ongoing work, development and permitting activities at its Clayton Valley Lithium Project in Nevada and for working capital and general corporate purposes.
Closing of the Offering is expected to take place on or about February 3, 2022 and is subject to certain conditions including, but not limited to the receipt of all applicable regulatory approvals including approval of the TSX Venture Exchange.
The Units to be issued under the Offering will be offered by way of a short form prospectus to be filed in each of the provinces of Canada, except Québec. The Units may also be offered in the United States to Qualified Institutional Buyers pursuant to exemptions from the registration requirements of the United States Securities Act of 1933 as amended, (the "U.S. Securities Act"), in a manner that does not require the Offering to be registered in the United States, and in certain other jurisdictions in accordance with applicable securities laws.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the U.S. Securities Act, or the securities laws of any state of the United States and may not be offered or sold within the United States (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.
About Cypress Development Corp
Cypress Development Corp. is a Canadian based advanced stage lithium exploration company, focused on developing its 100%-owned Clayton Valley Lithium Project in Nevada, USA. Work completed by Cypress led to the discovery of a world-class resource of lithium-bearing claystone adjacent to the Albemarle Silver Peak mine, North America's only lithium brine operation. Cypress is advancing its Clayton Valley Lithium Project in Nevada towards the production of high-purity lithium hydroxide suitable for tier one battery usage.
ON BEHALF OF Cypress Development Corp.
WILLIAM WILLOUGHBY, PhD., PE
President & Chief Executive Officer
For further information, please contact:
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE CONTENT OF THIS NEWS RELEASE.
Cautionary Note Regarding Forward-Looking Statements
This release includes certain statements that may be deemed to be "forward-looking statements" including, but not limited to, statements related to the expected use of proceeds of the Offering. All statements in this release, other than statements of historical facts, that address events or developments that management of the Company expects, are forward-looking statements. Although management believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, and actual results or developments may differ materially from those in the forward-looking statements. The Company undertakes no obligation to update these forward-looking statements if management's beliefs, estimates or opinions, or other factors, should change. Factors that could cause actual results to differ materially from those in forward-looking statements, include market prices, exploration and development successes, continued availability of capital and financing, and general economic, market or business conditions. Please see the public filings of the Company at www.sedar.com for further information.