Canadian International Pharma Corp. Announces Option Agreement with Longford Capital Corp. for the Hook Bay Property and Non-brokered Private Placement
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Trading symbol: TSX-V – NEX: CIP.H
Canadian International Pharma Corp. Announces Option Agreement with Longford Capital Corp. for the Hook Bay Property and Non-brokered Private Placement
West Vancouver, British Columbia – November 4, 2020 – Canadian International Pharma Corp. (the “Company”) announces that it has entered into an option agreement (the “Option Agreement”) with Longford Capital Corp. (“Longford”), an arm’s length private company, to earn an undivided 100% interest in and to one mineral claim covering 1078.85 hectares (the “Property”) located in located in Hook Bay, British Columbia (the “Transaction”).
About The Property
The Property is located approximately 34 km south of the town of Port Alberni along Alberni Inlet, near Nahmint Bay, on Vancouver Island, British Columbia. Forest service roads provide access to and throughout the property. The underlying geology includes the contact between the Island Plutonic Suite intrusive rocks and the Karmutsen Formation volcanic rocks.
Option Agreement
Under the terms of the Option Agreement, the Company has the exclusive right and option to acquire a 100% interest in the Property (the “Option”) by (collectively, the “Option Payments”): (i) making a cash payment of $50,000 (the “Cash Payment”), (ii) issuing an aggregate of 2,700,000 common shares (each, a “Share”) in the capital of the Company and (iii) incurring an aggregate of $400,000 in exploration expenditures (collectively, the “Expenditures”), all in accordance with the schedule set out below:
| Payment Date | Cash Payment | Shares | Expenditures | ||||
|---|---|---|---|---|---|---|---|
| Within 5 days of the Closing Date (as defined in the Option Agreement) | $50,000 | 2,200,000 | - | ||||
| Within 30 days of the Closing Date (as defined in the Option Agreement) | - | - | $100,000 | ||||
| Within 18 months of the Closing Date (as defined in the Option Agreement) | - | 500,000 | $300,000 | ||||
| TOTAL: | $50,000 | 2,700,000 | $400,000 |
The Company can, at its option, accelerate the exercise of the Option at any time by completing the applicable Option Payments as set forth in the table above.
Any excess Expenditures completed by the Company in any of the payment periods set out in the table above (each, a “Payment Period”) shall be carried forward and credited to the Expenditures required in the next Payment Period.
All securities issued in connection with the Transaction will be subject to a statutory hold period expiring four months and one day after the date of issuance.
The closing of the Transaction remains subject to the approval of the TSX Venture Exchange (the “Exchange”).
Net Smelter Returns Royalty
Upon completion of the Option Payments, the Company will be deemed to have exercised the Option and will have earned an undivided 100% legal and beneficial interest in and to the Property, subject to a 2.0% net smelter return royalty to be granted to Longford.
Subscription Receipts Financing
The Company intends to complete a non-brokered private placement financing (the “Financing”) of up to 9,523,809 subscription receipts (each, a “Subscription Receipt”) at a price of $0.105 per Subscription Receipt for total gross proceeds of up to $1,000,000. Each Subscription Receipt will entitle the holder to acquire, for no additional consideration, one unit (each, a “Unit”) consisting of one Share of the Company and one transferable share purchase warrant (each, a “Warrant”) upon Exchange approval for the Option Agreement and the Financing (the “Release Condition”). Each Warrant shall entitle the holder thereof to acquire one Share (each, a “Warrant Share”) for a period of five years from the date of issuance thereof at a price of $0.14 per Warrant Share.
The Subscription Receipts will be converted into Units on the date the Release Condition is satisfied. The proceeds of the Financing will be held in trust and will not be released to the Company until the Release Condition has been satisfied. If the Release Condition is not satisfied on or before December 31, 2020, the proceeds of the Financing will be returned to subscribers without interest or penalty, and the Subscription Receipts will be cancelled.
The proceeds of the Financing are expected to be used for general working capital and for the expenditures under the Option Agreement. The Company will not be proceeding with the private placement that was announced on August 21, 2020 and October 6, 2020.
All securities issued in connection with the Financing will be subject to a statutory hold period expiring four months and one day after closing of the Financing. Completion of the Financing is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals, including approval of the Exchange.
None of the securities sold in connection with the Financing are 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.
For further information, contact Ron Schmitz at 604.685.7450.
CANADIAN INTERNATIONAL PHARMA CORP.
“Ron Schmitz”
Ron Schmitz, Director
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadian legislation. All statements in this news release that are not purely historical are forward-looking statements and include statements regarding beliefs, plans, expectations and orientations regarding the future including, without limitation, the approval of the Exchange, the exercise of the Option (and the transactions contemplated thereby, including payment of the Option Payments and incurring the Expenditures), and plans for further exploration of the Property are forward-looking statements. Although the Company believes that such statements are reasonable and reflect expectations of future developments and other factors which management believes to be reasonable and relevant, the Company can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: “believes”, “expects”, “anticipates”, “intends”, “estimates”, “plans”, “may”, “should”, “would”, “will”, “potential”, “scheduled” or variations of such words and phrases and similar expressions, which, by their nature, refer to future events or results that may, could, would, might or will occur or be taken or achieved. In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that it will obtain the approval of the Exchange for the Option Agreement and exercise of the Option pursuant thereto, that the results of the work to be conducted on the Property will be satisfactory and warrant exercise of the Option, market fundamentals will result support the viability of gold mineral exploration, the receipt of any necessary permits, licenses and regulatory approvals in connection with the future development of the Property, the availability of the financing required for the Company to carry out its planned future activities, to retain and attract qualified personnel and the ability of the Company to exercise the Option.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information. Such risks and other factors include the inability of the Company to exercise the Option, execute its proposed business plans, and carry out planned future activities. The novel strain of coronavirus, COVID-19, also poses new risks that are currently indescribable and immeasurable. Other factors may also adversely affect the future results or performance of the Company, including general economic, market or business conditions, future prices of gold, changes in the financial markets and in the demand for gold, changes in laws, regulations and policies affecting the mineral exploration industry, risks related to the acquisition of the Property and the Company’s investment and operation in the mineral exploration sector in Canada and abroad, as well as the risks and uncertainties which are more fully described in the Company’s annual and quarterly management’s discussion and analysis and other filings made by the Company with Canadian securities regulatory authorities under the Company’s profile at www.sedar.com. Readers are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly, are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of such statements.
These forward-looking statements are made as of the date of this news release and, unless required by applicable law, the Company assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in these forward-looking statements.
Historical information contained in this news release cannot be relied upon as the Company’s Qualified Person, as defined under NI 43-101 has not prepared nor verified the historical information.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.