Vancouver, British Columbia – July 3, 2024. Cascade Copper Corp. (CSE: “CASC”) (“Cascade” or the “Company”) is pleased to announce a non-brokered private placement for aggregate proceeds of up to $500,000 (CDN) (the “Offering”) for its proposed drilling programs.
The Offering includes a Critical Minerals flow-through component (the “Flow-Through Component”) of flow-through units (the “FT Units”) at a price of $0.07 per FT Unit. Each FT Unit is comprised of one flow-through common share (each, a “FT Share”) and one-half non-flow-through share purchase warrant. Each full warrant is exercisable for one non-flow-through common share (each, a “Share”) at an exercise price of $0.10 for a term of 24 months after the closing. The non-flow through component of the Offering (the “Non-Flow-Through Component”) is comprised of units (the “NFT Units”) at a price of $0.05 per NFT Unit. Each NFT Unit is comprised one Share and one-half non-flow-through warrant, with each warrant exercisable for one common share at an exercise price of $0.10 for a term of 24 months after the closing. Management of the Company reserves the right to amend the final allocation of the Flow-Through Component and the Non-Flow Through Component under the Offering.
The gross proceeds from the sale of the FT Shares, which will qualify as a “flow-through share” (as defined in subsection 66(15) of the Income Tax Act (Canada)), will be used primarily to incur eligible Critical Mineral Canadian Exploration Expenses (“CEE“) and will be used primarily to fund a drilling program at the Company’s flagship Rogers Creek Copper Project in BC and the Centrefire Copper Project in Ontario. The gross proceeds from the sale of the NFT Units will be used for the Company’s general expenses.
The Offering is scheduled to close in tranches, with the first tranche expected to close by early July and is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the Canadian Securities Exchange. The Offering is being made by way of private placement in Canada and such other jurisdictions as the Company may determine.
The Company intends to renounce the Qualifying Expenditures to subscribers of Flow-Through Units for the fiscal year ending December 31, 2024, and to incur the necessary Qualifying Expenditures on or before December 31, 2025, in accordance with regulatory requirements.
The Company may pay finder’s fees and warrants on the Offering of up to 7% of the aggregate gross proceeds raised. The finder’s fees shall be paid in accordance with applicable securities laws and the policies of the Canadian Securities Exchange.
The Existing Shareholder Exemption and Investment Dealer Exemption
The Offering will be made available to existing shareholders of the Company who, as of the close of business on July 2, 2024, held common shares of the Company (and who continue to hold such common shares as of the closing date), pursuant to the prospectus exemption set out in B.C. Instrument 45-534 — Exemption From Prospectus Requirement for Certain Trades to Existing Security Holders and in similar instruments in other jurisdictions in Canada. The existing shareholder exemption limits a shareholder to a maximum investment of $15,000 in a 12-month period unless the shareholder has obtained advice regarding the suitability of the investment and, if the shareholder is resident in a jurisdiction of Canada, that advice has been obtained from a person that is registered as an investment dealer in the jurisdiction. If the Company receives subscriptions from investors relying on the existing shareholder exemption exceeding the maximum amount of the financing, the Company intends to adjust the subscriptions received on a pro rata basis.
The Company has also made the Offering available to certain subscribers pursuant to B.C. Instrument 45-536 – Exemption Form Prospectus Requirement for Certain Distributions Through an Investment Dealer. In accordance with the requirements of the investment dealer exemption, the Company confirms that there is no material fact or material change about the Company that has not been generally disclosed.
The Offering is subject to all necessary regulatory approvals including acceptance from the Canadian Securities Exchange. All securities issued in connection with the Offering will be subject to a four-month hold period from the closing date under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.
The Company is an exploration stage natural resource company engaged in the evaluation, acquisition, and exploration of mineral resource properties with the intention, if warranted, of placing them into production. The Company is focused on exploration, development, and acquisition of quality exploration properties. More specifically, Cascade’s objective is to conduct an exploration program on its flagship Rogers Creek Property located in the Coast Mountain Belt of British Columbia about 90 kilometres northeast of Vancouver, in the Southwest Mining Region. Cascade currently has five projects, including the Centrefire Copper Project, the Copper Plateau Copper-Moly Project, Fire Mountain Copper-Gold Project, the Bendor Gold Project, and the flagship Rogers Creek Copper-Gold Project.
FOR FURTHER INFORMATION, PLEASE CONTACT:
CASCADE COPPER CORP.
Jeffrey S. Ackert, President and CEO
Vancouver, BC V6E 4A4
Telephone: 1 613 851 7699
E-Mail: [email protected]
Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
DISCLAIMER & FORWARD-LOOKING STATEMENTS
This news release includes certain “forward-looking statements” which are not comprised of historical facts. Forward-looking statements are based on assumptions and address future events and conditions, and by their very nature involve inherent risks and uncertainties. Although these statements are based on currently available information, Cascade Copper Corp. provides no assurance that actual results will meet management’s expectations. Factors which cause results to differ materially are set out in the Company’s documents filed on SEDAR. Undue reliance should not be placed on “forward looking statements.”
