Not for distribution to United States Newswire Services or for dissemination in the United States
NEWS RELEASE – VANCOUVER, BC, June 6, 2023 -SKRR Exploration Inc.(TSXV: SKRR) (FSE: B04Q)(“SKRR” or the “Company”) is pleased to announce a non-brokered private placement (the “Offering”) for gross proceeds of up to C$1,000,000 and its intention to complete a consolidation of the issued and outstanding common shares immediately prior to the closing of the Offering on the basis of five (5) existing common shares for one (1) post consolidation common share (the “Consolidation”). The Offering will be comprised of the sale of any combination of the following:
- units of the Company (each, a “Unit”) at a pre-Consolidation price of C$0.04 per Unit and a post-Consolidation price of C$0.20 per Unit; and
- flow-through units of the Company (each, a “FT Unit”, and together with the Units, the “Offered Securities”) at a pre-Consolidation price of C$0.05 per FT Unit and a post-Consolidation price of C$0.25 per FT Unit.
Red Cloud Securities Inc. will be acting as a finder for the Company under the Offering.
Each Unit will consist of one common share of the Company (each, a “Unit Share”) and one common share purchase warrant (each, a “Warrant”). Each FT Unit will consist of one common share of the Company to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (each, a “FT Share”) and one Warrant. Each Warrant will entitle the holder thereof to purchase one common share of the Company (each, a “Warrant Share”) at a pre-Consolidation price of C$0.06 (post-Consolidation price of C$0.30) at any time on or before the date which is 36 months following the closing of the Offering.
The Company intends to use the proceeds of the Offering for the exploration of the Company’s projects in Saskatchewan and for general working capital purposes. The gross proceeds from the issuance of the FT Shares will be used for “Canadian Exploration Expenses” (within the meaning of the Income Tax Act (Canada)) (the “Qualifying Expenditures”), which will be renounced with an effective date no later than December 31, 2023 to the purchasers of the FT Units in an aggregate amount not less than the gross proceeds raised from the issue of the FT Shares. If the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each subscriber of FT Units for any additional taxes payable by such subscriber as a result of the Company’s failure to renounce the Qualifying Expenditures.
The closing of the Offering is subject to receipt of all necessary regulatory approvals including the TSX Venture Exchange (the “TSXV”). Finder’s fees will be payable in accordance with the policies of the TSXV. The Unit Shares, FT Shares, Warrant Shares and any common shares of the Company that are issuable from any finder’s warrants will be subject to a hold period of four months and one day following the closing date of the Offering in accordance with applicable securities laws.
This Consolidation will reduce the issued and outstanding common shares of the Company from 76,276,702 to approximately 15,255,340 common shares, assuming no other change in the issued capital of the Company and prior to the completion of the Offering. The exercise or conversion price of warrants and stock options and the number of common shares issuable thereunder will also be proportionately adjusted upon the completion of the Consolidation. The number of post-consolidated common shares to be received will be rounded up to the nearest whole number for fractions of 0.5 or greater or 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 but remains subject the approval of the TSXV.
The Company will apply to the TSXV for approval of the Consolidation. The Company’s common shares will commence trading on a post-consolidated basis on a date to be determined in consultation with the TSXV, which date will be announced in a subsequent news release once confirmed. The Company’s name and trading symbols will remain unchanged.
The board of directors and management believe that the share consolidation is necessary to provide the Company with a share structure that will better attract capital financing and that will provide for future growth opportunities.
The Company intends to close the Offering immediately after the Consolidation.
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 that address the Offering, expected use of proceeds, the Consolidation 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.