Vancouver, British Columbia, Canada, May 6, 2020, Confederation Minerals Ltd. (TSX-V: CFM) (“Confederation” or the “Company”) is pleased to announce that further to its press release of March 2, 2020, the Company has completed the acquisition (the “Acquisition”) of all of the issued and outstanding shares of Canadian Shield Developments Corp. (“Canadian Shield”) pursuant to the terms of a share exchange agreement effective March 20, 2020 (the “Definitive Agreement”) among the Company, Canadian Shield and the shareholders of Canadian Shield.
Canadian Shield is a Vancouver-based company, incorporated pursuant to the Business Corporations Act (British Columbia). Canadian Shield controls minerals claims collectively described as the South-West Red Lake Properties and the Shining Tree Property (collectively, the “Properties”).
Pursuant to the terms of the Definitive Agreement and in consideration of the Acquisition, the Company agreed to issue to the former Canadian Shield shareholders an aggregate of 6,500,000 common shares of the Company (the “Consideration Shares”) at a deemed price of $0.40 per Consideration Share, on a pro-rata basis, in two tranches as follows:
(a) On May 5, 2020 (“Closing”), the Company issued the aggregate sum of 3,250,000 common shares to the former shareholders of Canadian Shield (the “First Tranche”); and
(b) Nine (9) months following Closing and upon meeting certain conditions, the Company will issue the aggregate sum of 3,250,000 common shares to the former shareholders of Canadian Shield (the “Second Tranche”).
The Consideration Shares will be subject to a voluntary hold period of 36 months from the date of issuance and released on a schedule of 10% initial release and 15% releases each six (6) months thereafter.
In addition, the Company is pleased to announce that it will conduct a non-brokered private placement (the “Offering”) of up to 4,400,000 units (the “Units”) at a price of $0.25 per Unit for gross proceeds of up to $1,100,000. Each Unit will consist of one (1) common share and one-half of one (1/2) transferrable common share purchase warrant (a “Warrant”). Each Warrant will entitle the holder to purchase one (1) common share in the capital of the Company (a “Warrant Share”) at a price of $0.40 per Warrant Share for a period of two (2) years from the closing of the Offering.
The Company may pay a finder’s fee on all or a portion of the Offering within the amount permitted by the policies of the TSX-V.
Closing of the Offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, in particular approval of the TSX-V. All securities issued in connection with the Offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.
The proceeds from the Offering will be used to fund the Company’s exploration programs on the Properties and on the Newman Todd Gold Prospect and Leo Property in the Red Lake Gold Camp. Additional proceeds from the Offering will be used for general working capital and corporate purposes.
On behalf of the Board of Directors,
Confederation Minerals Ltd.
CEO and Director
Confederation Minerals Ltd.
Suite 2250, 1055 West Hastings Street
Confederation Minerals Ltd. is a British Columbia based company engaged in the business of acquisition, exploration and development of mineral properties located in the highly prospective Red Lake Mining District of Northern Ontario.
Neither 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.
This news release contains forward-looking information, which involves known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from current expectation. Important factors - including the availability of funds and the results of financing efforts,- that could cause actual results to differ materially from the Company’s expectations are disclosed in the Company's documents filed from time to time on SEDAR (see www.sedar.com). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
The securities referred to in this news release have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States unless pursuant to an exemption therefrom. This press release is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction.