Not for distribution to United States Newswire Services or for dissemination in the United States
NEWS RELEASE – VANCOUVER, BC, JULY 5, 2023 -SKRR Exploration Inc.(TSXV: SKRR) (FSE: B04Q)(“SKRR” or the “Company”) announces that, further to its news release of June 6, 2023, the Company will complete a consolidation of the issued and outstanding common shares immediately prior to the closing of the Offering (as defined below) on the basis of five (5) existing common shares for one (1) post-consolidation common share (the “Consolidation”).
Effective at the opening of the market on Monday, July 10, 2023, the Company’s common shares will trade on the TSX Venture Exchange (the “Exchange”) on a consolidated basis (with new CUSIP number 78446Q209 and new ISIN number CA78446Q2099). The Company’s name and trading symbols will remain unchanged.
Shareholders who hold their shares in brokerage accounts or in “street name” are not required to take any action to effect an exchange of their shares. Registered shareholders will receive a letter of transmittal from Computershare Investor Services Inc., the Company’s transfer agent. The letter of transmittal will contain instructions on how registered shareholders can exchange their share certificates representing pre-consolidation shares for new certificates representing post-consolidation shares. Until surrendered, each share certificate representing pre-consolidation shares will represent the number of whole post-consolidation shares to which the holder is entitled as a result of the consolidation. The Consolidation will reduce the issued and outstanding common shares of the Company from 76,276,702 to 15,255,340 common shares. Upon completion of the Consolidation and the Offering, 15,710,340 common shares of the Company will be issued and outstanding. The exercise or conversion price of warrants and stock options and the number of common shares issuable thereunder will also be proportionately adjusted pursuant to the Consolidation. The number of post-Consolidated common shares received will be rounded up to the nearest whole number for fractions of 0.5 or greater and rounded down to the nearest whole number for fractions of less than 0.5. Pursuant to the provisions of the Business Corporations Act (British Columbia) and the Articles of the Company, the Consolidation was approved by way of resolutions passed by the board of directors of the Company and approved by the Exchange.
After the Consolidation, the Company will close a non-brokered private placement (the “Offering”) for aggregate gross proceeds of $105,000, consisting of 280,000 flow-through units of the Company (each, a “FT Unit”) at a price of $0.25 per FT Unit and 175,000 units of the Company (each, a “Unit”) at a price of $0.20 per Unit.
Each Unit consists of one common share of the Company (“Unit Share”) and one common share purchase warrant (“Warrant”). Each FT Unit consists of one common share of the Company to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (a “FT Share”) and one Warrant. Each Warrant entitles the holder thereof to purchase one common share of the Company (a “Warrant Share”) at a post-Consolidation price of $0.30 at any time on or before the date which is 36 months following the closing of the Offering.
Additional details regarding the Offering will be provided in a subsequent news release upon the closing of the Offering. The closing of the Offering is subject to the final approval of the Exchange.
About SKRR Exploration Inc.
SKRR is a Canadian-based precious and base metal explorer with properties in British Columbia and Saskatchewan – some of the world’s highest ranked mining jurisdictions. The primary exploration focus is on the Trans-Hudson Corridor in Saskatchewan in search of world class precious and base metal deposits. The Trans-Hudson Orogen – although extremely well known in geological terms has been significantly under-explored in Saskatchewan. SKRR is committed to all stakeholders including shareholders, all its partners and the environment in which it operates.
ON BEHALF OF THE BOARD
President & CEO
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 release.
The securities offered 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 U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor in any other jurisdiction.
This news release contains “forward–looking information or statements” within the meaning of applicable securities laws, which may include, without limitation, statements relating to the Consolidation and the Offering, the intended use of proceeds of the Offering and other statements relating to the technical, financial and business prospects of the Company, its projects and other matters. All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Although the Company 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 the forward-looking statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the price of metals, the ability to achieve its goals, the ability to secure equipment and personnel to carry out work programs, that general business and economic conditions will not change in a material adverse manner, that financing will be available if and when needed and on reasonable terms. Such forward-looking information reflects the Company’s views with respect to future events and is subject to risks, uncertainties and assumptions, including the risks and uncertainties relating to the interpretation of exploration results, risks related to the inherent uncertainty of exploration and cost estimates and the potential for unexpected costs and expenses and those other risks filed under the Company’s profile on SEDAR at www.sedar.com. There is a possibility that future exploration, development or mining results will not be consistent with the Company’s expectations. Factors that could cause actual results to differ materially from those in forward looking statements include, but are not limited to, continued availability of capital and financing and general economic, market or business conditions, failure to secure personnel and equipment for work programs, adverse weather and climate conditions, failure to maintain all necessary government permits, approvals and authorizations, the impact of Covid-19 or other viruses and diseases on the Company’s ability to operate, decrease in the price of gold, copper, nickel, uranium and other metals, failure to maintain community acceptance (including First Nations), increase in costs, litigation, and failure of counterparties to perform their contractual obligations. The Company does not undertake to update forward–looking statements or forward–looking information, except as required by law.