Canadian Premium Sand Inc. Announces Closing of Upsized $5.2 Million Non-Brokered Private Placement
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA
CALGARY, Alberta, June 16, 2021 (GLOBE NEWSWIRE) — Canadian Premium Sand Inc. (“CPS” or the “Company”) (TSXV: CPS) is pleased to announce that, due to investor interest, it has closed an upsized, non-brokered private placement (the “Offering“). Pursuant to the Offering, the Company issued an aggregate of 20,799,200 common shares (the “Common Shares“) at a price of $0.25 per Common Share for gross proceeds of $5,199,800. After giving effect to the Offering, the Company will have 42,043,660 common shares issued and outstanding.
The Corporation’s two significant shareholders and certain directors and officers participated in the Offering. On a combined basis they subscribed for an aggregate of 8,330,700 Common Shares for $2,082,675.
In accordance with the policies of the TSX Venture Exchange and in connection with the Offering, the Company paid an aggregate of $78,700 in finder’s fees to certain arms-length parties.
The net proceeds of the Offering will be used to fund the initial phase of the Front-End Engineering and Design for a glass manufacturing facility in the greater Winnipeg area, initiate permitting applications and other key activities to progress the business plan, as well as for general working capital purposes.
The Offering is subject to the final acceptance of the TSX Venture Exchange. The Common Shares were distributed in certain Canadian jurisdictions in reliance upon exemptions set forth in National Instrument 45-106 – Prospectus Exemptions. The Common Shares issued in the Offering are subject to a statutory hold period expiring October 16, 2021.
The securities described herein 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 state securities laws and accordingly may not be offered or sold within the United States or to “U.S. persons”, as such term is defined in Regulation S promulgated under the U.S. Securities Act (“U.S. Persons”), except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the Company’s securities to, or for the account of benefit of, persons in the United States or U.S. Persons.
The issuances of Common Shares to insiders pursuant to the Offering will also be considered related party transactions within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). CPS relied on exemptions from the formal valuation and minority approval requirements in sections 5.5(c) and 5.7(b) of MI 61-101 in respect of such insider participation on the basis that neither the fair market value of the securities to be distributed in the Offering nor the consideration to be received for those securities, in so far as the Offering involved the Insiders, exceeded $2,500,000. Further details will be provided in the Company’s material change report to be filed on SEDAR.
About Canadian Premium Sand Inc.
The Company is evaluating the potential for sustainable manufacturing of high clarity flat glass through a Company owned facility in the greater Winnipeg area that utilizes the high-quality silica sand from its wholly-owned Wanipigow silica sand deposit. The Company is a reporting issuer in Ontario, Alberta and British Columbia. Its shares trade on the TSXV under the symbol “CPS”.
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.
Canadian Premium Sand Inc.
President and Chief Executive Officer
Disclaimer for Forward-Looking Information
Certain statements in this press release related to the business prospects of the Company and the use of proceeds of 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 use of net proceeds under the Offering, the receipt of TSXV final acceptance for the Offering and statements regarding the Company’s business plan and the timing thereof. Such statements are qualified in their entirety by the inherent risks and uncertainties in manufacturing and 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.