CARLYLE COMMODITIES CORP. is pleased to announce that it is conducting a non-brokered private placement consisting of the issuance of up to 1,750,000 flow-through units at a price of $0.30 per Flow-Through-Unit for gross aggregate proceeds of up to $525,000.
CARLYLE COMMODITIES CORP. (CSE:CCC) (FSE: 1OZA) (“Carlyle” or the “Company”) is pleased to announce that it is conducting a non-brokered private placement consisting of the issuance of up to 1,750,000 flow-through units (each, a “Flow-Through-Unit”) at a price of $0.30 per Flow-Through-Unit for gross aggregate proceeds of up to $525,000 (the “Offering”).
Each Flow-Through-Unit will consists of one common flow-through share in the capital of the Company (each, a “Flow-Through-Share“) and one share purchase warrant (each, a “Warrant“), with each Warrant entitling the holder thereof to purchase one (non-flow-through) common share in the capital of the Company (each, a “Warrant Share“) at a price of $0.75 per Warrant Share for a period of twenty four months following issuance.
Each Warrant will be subject to an acceleration provision providing that, if the closing price for one of the Company’s common shares on the Canadian Securities Exchange (the “CSE”, or such other exchange on which the Shares may be traded at such time) is equal to or greater than $1.00 for a period of ten (10) consecutive trading days at any time after the Closing Date, the Company can accelerate the expiry date of the Warrants by disseminating a news release advising the holders of the acceleration and, in such case, the Warrants will expire on the thirtieth day after the date of such notice.
The Company intends to use the aggregate proceeds of the Offering for exploration advancements including a maiden drill campaign at The Mack Cu-Mo-Au Project, and various other exploration costs at The Jake Au Project in British Columbia.
Finders’ fees of up to 8% cash and 8% Broker Warrants may be payable in connection with the Offering in accordance with the policies of the CSE.
All securities issued in connection with the Offering will be subject to a statutory hold period expiring four months and one day after the date of issuance, as set out in National Instrument 45‐102 – Resale of Securities.
None of the securities sold in connection with the Offering will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Carlyle is a mineral exploration company focused on the acquisition, exploration and development of mineral resource properties. The Company has an option to earn a 100% interest in the Cecilia Gold-Silver Project located in the State of Sonora, Mexico. Carlyle formed a strategic partnership with The Hunter Dickinson Group (“HDI“) and has an option to earn a 50% interest in the Mack and Jake projects in B.C., as well as an option to earn a 100% interest in the promising Sunset property located in the Vancouver Mining Division near Pemberton, B.C. Carlyle is based in Vancouver, B.C., and is listed on the Canadian Securities Exchange (“CSE“) under the symbol “CCC”.
ON BEHALF OF THE BOARD OF DIRECTORS OF
CARLYLE COMMODITIES CORP.
Chief Executive Officer
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward‐looking information which is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ from those projected in the forward‐looking statements. Forward looking statements in this press release include, but are not limited to, statements regarding the proposed Offering, the anticipated use of proceeds of the Offering, and the payment by the Company of any finder’s fees in connection with the Offering. These forward‐looking statements are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward‐looking information. Risks that could change or prevent these statements from coming to fruition include, but are not limited to, the Company not being able to complete the remainder of the Offering; general business, economic and social uncertainties; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; and other risks outside of the Company’s control. The forward‐looking information contained herein is given as of the date hereof and the Company assumes no responsibility to update or revise such information to reflect new events or circumstances, except as required by law
Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE accepts responsibility for the adequacy or accuracy of this release).
NOT FOR DISSEMINATION IN THE UNITED STATES OR TO U.S. PERSONS
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