ROX:CC - Canstar Announces Corporate Update
(TheNewswire)
Toronto, Ontario – TheNewswire - December 27, 2023 – CANSTAR RESOURCESINC. (TSXV:ROX ) & ( OTC:CSRNF) (“Canstar” or the"Company"), is pleased to announce its intention to completenon-brokered private placement financings (the “Offering”) fortotal gross proceeds of up to $735,000, consisting of up to 10,000,000hard dollar units (“Hard Dollar Units”) of the Company at a priceof $0.03 per Hard Dollar Unit, up to 8,000,000 charity flow-throughunits (“FT Units”) at a price of $0.0325 per FT Unit, and up to5,000,000 of Critical Minerals Exploration Tax Credit (“CMETC”)charity flow-through units (“CMETC FT Units”) at a price of $0.035per CMETC FT Unit. The Company reserves the right to increase the sizeof the Offering by up to 25%, subject to the approval of the TSXVenture Exchange (the “Exchange”). In addition, the Companyannounces management changes coinciding with the private placements,as well as the nomination of J. Paul Austin III to the Company’sboard of directors.
Offering Details
Each Hard Dollar Unit shall be comprised of one commonshare of the Company and one common share purchase warrant (each a“Warrant”). Each FT Unit shall be comprised of one common share ofthe Company that will qualify as a “flow-through share” (withinthe meaning of subsection 66(15) of the Income Tax Act (Canada)) (a “FT Share”) and one Warrant. Each CMETC FTUnit shall be comprised of one common share of the Company that willqualify as a “CMETC flow-through share” (within the meaning ofsubsection 66(15) of the Income Tax Act (Canada)) (a “CMETC FTShare”) and one Warrant.
Each Warrant shall entitle the holder to purchase onecommon share of the Company at an exercise price of $0.05 for a periodof 24 months following the closing of the Offering.
The gross proceeds of the CMETC FT Units will be usedto fund further exploration programs on, but not limited to, the Buchan’s-Mary March property claims, incurring expenditures that will qualify as"Canadian Exploration Expenses" and "flow-throughcritical mineral mining expenditures" as those terms are definedin the Income Tax Act (Canada), which will be renounced to thepurchasers of the CMETC FT shares with an effective date no later thanDecember 31, 2024.
The gross proceeds of the FT Units will be used to fundfurther exploration programs on, but not limited to, the Golden Baie property claims,incurring expenditures that will qualify as "Canadian ExplorationExpenses" as defined in the Income Tax Act (Canada), which willbe renounced to the purchasers of the FT shares with an effective dateno later than December 31, 2024.
The Company will not pay any finders’ fees in cash orsecurities in connection with the Offering. The Offering is subject tothe receipt of all required regulatory approvals including theapproval of the Exchange. All securities issued and issuable pursuantto the Offering will be subject to a hold period of four months andone day from the date of issuance.
The securities 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 U.S. state security laws, andmay not be offered or sold in the United States without registrationunder the U.S. Securities Act and all applicable state securities lawsor compliance with requirements of an applicable exemption therefrom.This press release shall not constitute an offer to sell or thesolicitation of an offer to buy securities in the United States, norshall there be any sale of these securities in any jurisdiction inwhich such offer, solicitation or sale would be unlawful.
Proposed Management Changes
Upon completion of the Offering and subject to allrequired regulatory approvals, the Company intends to appoint JuanCarlos Giron Jr. as President and CEO of the Company. Current President and CEO Robert Bruggeman is retiring,but will remain as a director of the Company and assist with thetransition of his role. Mr. Giron is an entrepreneur and executivewith approximately 15 years of experience in capital markets, financeand commercial and strategic development. He most previously served asExecutive Vice President, Strategy and Capital Markets, at aCanadian-listed mining technology company and as President and CFO ofa US-listed mining company operating in Nevada. Prior to focusing onthe natural resources sector, Mr. Giron spent 10 years in the UBS’sInternational Division, a world-leading provider of financialservices, including investment banking and Ultra-High Net Worth WealthManagement.
In addition, the Company announces the retirement ofJack Hurley as CFO of the Company. The Company expresses its deepgratitude for Mr. Hurley’s long tenure with the Company and wisheshim all the best in his retirement. Upon completion of the Offeringand subject to all regulatory approvals, the Company intends toappoint Will Upshur as Corporate Secretary and CFO. Mr. Upshur is anex-management consultant and seasoned executive with over 17 years ofexperience in business operations, natural resources, data analytics,national security, investor relations, strategy, market entry,corporate development, and strategic partnerships. He previously led corporate affairs and investor relationsstrategy at a natural resources startup and built a boutiqueconsulting practice in the mining sector. Will holds a Master’sdegree in Economics from The School of Advanced International Studiesat The Johns Hopkins University (SAIS), and post-graduate certificatesin Corporate Finance and Accounting from Harvard University.
The lead order in the Offering will come from fundscontrolled by J. Paul Austin III. In connection with the Offering,Mr. Austin III will become a substantial strategic investor inCanstar. Upon completion of the Offering and subject to all requiredregulatory approvals, the board of directors of the Company has agreedto nominate Mr. Austin III as a director of the Company. One of thecurrent directors, Mr. Sam Leung, will step down from the board ofdirectors such that the total number of directors will remain at fiveupon completion of the Offering. The Company expresses its mostsincere appreciation for Mr. Leung’s service to the Company over thepast five years and wishes him continued success as a leader in thenatural resources sector. In addition, Mr. Austin III will receive theright to nominate an additional director of the Company when specificconditions have been met.
About Canstar Resources Inc.
Canstar is focused on the discovery and development ofeconomic mineral deposits in Newfoundland and Labrador, Canada.Canstar has a 100% interest in the Golden Baie Project, a large claimpackage (61,150 hectares) with recently discovered, multipleoutcropping gold occurrences on a major structural trend insouthcentral Newfoundland. The Company also holds the Buchans-MaryMarch project and other mineral exploration properties in centralNewfoundland. Canstar Resources is based in Toronto, Canada, and islisted on the TSX Venture Exchange under the symbol ROX and trades onthe OTCPK under the symbol CSRNF.
For further information, pleasecontact:
Rob Bruggeman, President & CEO
Email: rob@canstarresources.com
Phone: 1-647-247-8715
Website: www.canstarresources.com
Cautionary Statement
Neither TSX Venture Exchange nor itsRegulation Services Provider (as that term is defined in the policiesof the TSX Venture Exchange) accepts responsibility for the adequacyor accuracy of this release.
This News Release includes certain“forward-looking statements” which are not comprised of historicalfacts. Forward looking statements include estimates and statementsthat describe the Company’s future plans, objectives or goals,including words to the effect that the Company or management expects astated condition or result to occur. Forward looking statements may beidentified by such terms as “believes”, “anticipates”,“expects”, “estimates”, “may”, “could”, “would”,“will”, or “plan”. Since forward-looking statements are basedon assumptions and address future events and conditions, by their verynature they involve inherent risks and uncertainties. Although thesestatements are based on information currently available to theCompany, the Company provides no assurance that actual results willmeet management’s expectations. Risks, uncertainties and otherfactors involved with forward-looking information could cause actualevents, results, performance, prospects and opportunities to differmaterially from those expressed or implied by such forward-lookinginformation. Forward looking information in this news releaseincludes, but is not limited to, the intention to complete theOffering, the changes in management and the expected expenditure ofthe proceeds of the Offering, the Company’s objectives, goals orfuture plans, statements, exploration results, potentialmineralization, the estimation of mineral resources, exploration andmine development plans, timing of the commencement of operations andestimates of market conditions. Factors that could cause actualresults to differ materially from such forward-looking informationinclude, but are not limited to the inability to receive TSXV approvalfor the Offering and settle definitive documentation, failure toidentify mineral resources, failure to convert estimated mineralresources to reserves, the inability to complete a feasibility studywhich recommends a production decision, the preliminary nature ofmetallurgical test results, delays in obtaining or failures to obtainrequired governmental, environmental or other project approvals,political risks, inability to fulfill the duty to accommodate FirstNations and other indigenous peoples, uncertainties relating to theavailability and costs of financing needed in the future, changes inequity markets, inflation, changes in exchange rates, fluctuations incommodity prices, delays in the development of projects, capital andoperating costs varying significantly from estimates and the otherrisks involved in the mineral exploration and development industry, aninability to predict and counteract the effects of COVID-19 on thebusiness of the Company, including but not limited to the effects ofCOVID-19 on the price of commodities, capital market conditions,restriction on labour and international travel and supply chains, andthose risks set out in the Company’s public documents filed onSEDAR. Although the Company believes that the assumptions and factorsused in preparing the forward-looking information in this news releaseare reasonable, undue reliance should not be placed on suchinformation, which only applies as of the date of this news release,and no assurance can be given that such events will occur in thedisclosed time frames or at all. The Company disclaims any intentionor obligation to update or revise any forward-looking information,whether as a result of new information, future events or otherwise,other than as required by law.
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