Churchill Announces Closing of Upsized Private Placement of Charity Flow-Through Shares for Proceeds of C$2.0 Million

Churchill Announces Closing of Upsized Private Placement of Charity Flow-Through Shares for Proceeds of C$2

TORONTO, Aug. 27, 2021 (GLOBE NEWSWIRE) — Further to its news release dated August 13, 2021, Churchill Resources Inc. (“Churchill” or the “Company”) (TSXV: CRI) is pleased to announce the closing of a non-brokered private placement of 5,000,000 common shares (the “Charity FT Shares”), issued on a flow-through basis at a price of C$0.40 per Charity FT Share for gross proceeds of C$2,000,000 (the “Offering”). Due to strong investor demand, the Offering was upsized from C$1,500,000.

“We are very grateful for the continued support of our existing shareholders and excited to welcome new institutional resource funds into the fold who subscribed for the majority of this financing. We look forward to kicking off our fall 2021 field season and advancing our projects in the coming weeks,” stated Paul Sobie, Chief Executive Officer of Churchill.

The Company intends to use the gross proceeds of the Offering for the exploration of the Company’s key projects, which may include its Taylor Brook Project in Newfoundland, its recently optioned Florence Lake Project in Labrador, its Pelly Bay Project in Nunavut and its White River Project in Ontario.

The gross proceeds from the issuance of the Charity FT Shares will be used for “Canadian Exploration Expenses” (within the meaning of the Income Tax Act (Canada)) (the “Qualifying Expenditures”), which will be renounced with an effective date no later than December 31, 2021 to the purchasers of the Charity FT Shares in an aggregate amount not less than the gross proceeds raised from the issue of the Charity FT Shares. If the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each subscriber of Charity FT Shares for any additional taxes payable by such subscriber as a result of the Company’s failure to renounce the Qualifying Expenditures.

Red Cloud Securities Inc. acted as a finder in connection with the Offering. Pursuant to the Offering, the Company paid total cash finder’s fees of C$107,710 and issued to Red Cloud 269,275 finder warrants of the Company (the “Finder’s Warrants”). Each Finder’s Warrant is exercisable to acquire one common share of the Company at a price of C$0.40 at any time on or before August 27, 2023.

The Charity FT Shares and the Finder’s Warrants (including any common shares issuable on exercise thereof) are subject to a statutory four month and one day hold period under applicable Canadian securities laws. The Offering is subject to the final acceptance of the TSX Venture Exchange (“TSXV”).

About Churchill Resources Inc.

Churchill is managed by career mining industry professionals which currently holds four exploration projects, namely Taylor Brook in Newfoundland, Florence Lake in Labrador, Pelly Bay in Nunavut and White River in Ontario. All projects are at the evaluation stage, with known mineralized Ni-Cu-Co showings at Taylor Brook, Florence Lake and Pelly Bay, and diamondiferous kimberlitic intrusives at White River and Pelly Bay. The primary focus of Churchill is on the continued exploration and development of the Taylor Brook and Florence Lake Nickel Projects.

Further Information

For further information regarding Churchill, please contact:

Churchill Resources Inc.
Paul Sobie, Chief Executive Officer
Tel.  416.365.0930 (o)
  647.988.0930 (m)
 
Alec Rowlands, Consultant
Arowlands@churchillresources.com
Tel. 1 416 721 4732 (m)

Cautionary Note Regarding Forward Looking Information

This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “proposed”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate to, among other things, the use of proceeds from the Offering, the Company’s objectives, goals and exploration activities conducted and proposed to be conducted at the Company’s properties; future growth potential of the Company, including whether any proposed exploration programs at any of the Company’s properties will be successful; exploration results; and future exploration plans and costs and financing availability.

These forward-looking statements are based on reasonable assumptions and estimates of management of the Company at the time such statements were made. Actual future results may differ materially as 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 materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include: the expected benefits to the Company relating to the exploration conducted and proposed to be conducted at the Company’s properties; the receipt of all applicable regulatory approvals for the Offering; failure to identify any additional mineral resources or significant mineralization; the preliminary nature of metallurgical test results; uncertainties relating to the availability and costs of financing needed in the future, including to fund any exploration programs on the Company’s properties; business integration risks; fluctuations in general macroeconomic conditions; fluctuations in securities markets; fluctuations in spot and forward prices of gold, silver, base metals or certain other commodities; fluctuations in currency markets (such as the Canadian dollar to United States dollar exchange rate); change in national and local government, legislation, taxation, controls, regulations and political or economic developments; risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected formations pressures, cave-ins and flooding); inability to obtain adequate insurance to cover risks and hazards; the presence of laws and regulations that may impose restrictions on mining and mineral exploration; employee relations; relationships with and claims by local communities and indigenous populations; availability of increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government authorities); the unlikelihood that properties that are explored are ultimately developed into producing mines; geological factors; actual results of current and future exploration; changes in project parameters as plans continue to be evaluated; soil sampling results being preliminary in nature and are not conclusive evidence of the likelihood of a mineral deposit; title to properties; ongoing uncertainties relating to the COVID-19 pandemic; and those factors described in the most recently filed management’s discussion and analysis of the Company. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements and information. There can be no assurance that forward-looking information, or the material factors or assumptions used to develop such forward-looking information, will prove to be accurate. The Company does not undertake to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities law.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.


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