Cleghorn Minerals Announces Closing of Qualifying Transaction and Concurrent Financing
18 AUGUST 2016
Val-d’Or, Québec – Cleghorn Minerals Ltd. (“Cleghorn”), a “capital pool company” under the policies of the TSX Venture Exchange, is pleased to announce that it has completed the acquisition (the “Acquisition”) of the Meech Lake – Matachewan Prospect, which serves as Cleghorn’s Qualifying Transaction in accordance with Exchange Policy 2.4. The Acquisition is a non-arm’s length transaction, which was approved by Cleghorn’s shareholders on June 25, 2015. In connection with the Acquisition, Cleghorn issued an aggregate of 7,888,928 common shares (the “Payment Shares”) at the deemed price of $0.05 a share. The Payment Shares are subject to escrow restrictions in accordance with the policies of the Exchange.
Cleghorn also announces that it has completed a non-brokered private placement offering (the “Financing”) for gross proceeds of $846,602 as follows:
3,263,350 flow-through units (the “FT Units”) at a per FT Unit price of $0.12 for gross proceeds of $391,602, each FT Unit consisting of one common share in the capital of Cleghorn issued on a flow- through basis under the Canada Income Tax Act and one-half of one non-transferable non-flow-through common share purchase warrant, each whole warrant entitling the holder to purchase one non-flow- through common share in the capital of Cleghorn at a per share price of $0.15 until February 18, 2018; and
4,550,000 units (the “Units”) at a per Unit price of $0.10 for gross proceeds of $455,000, each Unit consisting of one non-flow-through common share in the capital of Cleghorn and one non-transferable common share purchase warrant, entitling the holder to purchase one common share in the capital of Cleghorn at a per share price of $0.12 until February 18, 2018.
Two directors of Cleghorn participated in the Financing which resulted in related party considerations pursuant to TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Cleghorn relied on the exemptions contained in section 5.5(a) of MI 61-101 for an exemption from the formal valuation requirement and Section 5.7(a) of MI 61-101 for an exemption from the minority approval requirement as the fair market value of the securities distributed under the Financing insofar as it involves interested parties does not exceed 25% of its market capitalization.
In connection with the Financing, Cleghorn paid finder’s fees to various arms’ length parties of an aggregate of $48,434.16 in cash and issued an aggregate of 155,840 common shares in lieu of cash fees at a deemed per share price of $0.10, plus an aggregate of 602,200 non-transferable warrants (the “Finder Warrants”). Each Finder Warrant will entitle the holder to purchase one common share in the capital of Cleghorn at a per share price of $0.12 until February 18, 2018.
In accordance with applicable securities legislation, all securities to be issued under the Financing and the Acquisition will be subject to a hold period until December 19, 2016.
Cleghorn’s Qualifying Transaction and concurrent Financing were previously announced by news releases on October 20, 2014, January 12, 2015, June 26, 2015, August 10, 2015, November 4, 2015, February 15, 2016, May 19, 2016, July 26, 2016 and August 12, 2016. Details of the proposed Acquisition by Cleghorn of the Meech Lake – Matachewan Prospect are included in the Information Circular prepared by Cleghorn’s management, which was mailed to shareholders in connection with the annual general and special meeting of shareholders held in Montréal, Québec, on Thursday, June 25, 2015. The Information Circular has been electronically filed with regulators and is available for viewing through the Internet at the SEDAR website (www.sedar.com) under Cleghorn’s issuer profile.
President, Chief Executive Officer, Secretary and Director
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Neither the 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 news release.
This news release contains certain statements that may be deemed “forward-looking statements”. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although Cleghorn 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 may differ materially from those in forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of Cleghorn’s management on the date the statements are made. Except as required by law, Cleghorn undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.
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