NOT FOR DISTRIBUTION OR DISSEMINATION IN THE UNITED STATES OR TO U.S. NEWSWIRE SERVICES
CALGARY, Alberta, July 17, 2018 (GLOBE NEWSWIRE) -- Claim Post Resources Inc. (TSX-V:CPS) ("Claim Post" or the "Company") is pleased to announce that it plans to conduct a non-brokered private placement of up to approximately 100 million common shares (the "Common Shares") at a price of $0.10 per Common Share for gross proceeds of up to $10 million.
The net proceeds of the Offering will be used to fund working capital and to expedite the development of the Company's Tier 1 sand deposit at Seymourville.
Lowell Jackson, Claim Post's Executive Chairman, stated: "Upon completion of this equity private placement Claim Post will have the financing in place to pursue expeditious development of its significant surface silica sand deposit at Seymourville. These activities will include obtaining a quarry operating permit, detailed engineering on the processing plant and associated infrastructure plus deposits on long lead-time processing equipment and silos. The Tier 1 sand resource at Seymourville remains in high demand for sand fracture operations in the oil and natural gas industry, and CPS can now move forward to put this deposit into operation to supply that need."
Closing of the Offering is subject to the approval of the TSX Venture Exchange ("TSX-V"). Claim Post anticipates closing the Offering as soon as practicable following TSX-V approval. Finder's fees will be payable on a portion of the Offering in accordance with the policies of the TSX-V.
The Common Shares issued under the Offering will be subject to a statutory hold period in Canada of four months and one day following the closing date of the Offering.
Certain directors, officers and other insiders of Claim Post may acquire securities under the Offering. Any such participation would be considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions ("MI 61-101"). However, any such related party transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of any Common Shares issued to, or the consideration paid by such persons, will exceed 25% of Claim Post's market capitalization.
The securities to be offered pursuant to the Offering have not been, and will not be, registered under the U.S. 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 absent registration under the U.S. Securities Act and all applicable U.S. state securities laws or compliance with the requirements of exemptions therefrom. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Claim Post Resources Inc.
Claim Post Resources Inc. is a Canadian mineral exploration company and a reporting issuer in Ontario, Alberta and British Columbia, and its shares trade on the TSX Venture Exchange under the ticker "CPS". It is currently developing a Tier 1 frac sand deposit located 200 km northeast of Winnipeg, Manitoba.
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.
CONTACT INFORMATION:
Claim Post Resources Inc.
Lowell Jackson, P.Eng.
Executive Chairman
(403) 660-3702
Richard Williams, LLB
Corporate Secretary and a Director
(416) 364-3123
Disclaimer for Forward-Looking Information
Certain statements in this press release related to the business prospects of the Company and the benefits to be derived from the Offering are forward-looking statements and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Forward-looking statements in this news release include statements involving the size of the Offering, use of net proceeds under the Offering, the expected participation of insiders in the Offering, the anticipated closing and closing time of the Offering, the receipt of TSX-V approval for the Offering and statements regarding the Company's frac sand development and the timing thereof. Such statements are qualified in their entirety by the inherent risks and uncertainties in mining industry in general and such other factors outlined in the Company's continuous disclosure documents available on SEDAR at www.sedar.com, which are beyond the control of the Company. Such forward-looking statements should therefore be construed in light of such factors, and the Company is not under any obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws.