ROX - Canstar Closes Oversubscribed Financing Announces Management Changes and Board Appointment
(TheNewswire)
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRESERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Toronto, Ontario – TheNewswire - January 23, 2024 – CANSTAR RESOURCESINC. (TSXV:ROX ) ( OTC:CSRNF) (“Canstar” or the "Company"), today closed thenon-brokered private placement financing (the “Offering”) previously announced on December 27,2023 , for gross proceeds of $856,215. TheOffering was oversubscribed by $121,215 and an aggregate of 26,665,500units were sold. The lead order for the Offering came from Mr. J. PaulAustin III, who has been appointed to the Canstar board of directors.In addition, the Company announced the appointments of Mr. Juan CarlosGiron Jr. as President and Chief Executive Officer, Mr. William P.Upshur as Chief Financial Officer and Corporate Secretary, and Ms.Nyla Beth Gawel as Observer and Special Advisor to the board ofdirectors.
Commenting on the corporate updates, incoming Presidentand CEO, Juan Carlos Giron Jr, said, “I am honoured for theopportunity to lead Canstar Resources during this pivotal time for themineral resource sector. The Company has a world-class technical teamand a compelling land package with nearly 75,000 hectares of criticaland precious metals claims in a Tier 1 mining jurisdiction. I wouldlike to extend my gratitude to our investors for their confidence, aswell as to outgoing President and CEO, Rob Bruggeman, whose leadershiphas positioned the Company for long-term growth.”
Newly appointed CFO, William Upshur, added, “We'repleased to have rapidly closed on this over-subscribed financing, andto have the support of J. Paul and a select group of professionalinvestors. With gross proceeds of more than $850,000, and additionalpotential future proceeds of over $1,300,000 in the event the warrantsissued under the Offering are exercised, we have a strong foundationfrom which to advance the Company.”
Appointee Biographical Information
Juan Carlos Giron Jr. brings 15 years of experience in executive management,capital markets, finance and commercial and strategic development. Hemost recently served as Executive Vice President, Strategy and CapitalMarkets, at a Canadian-listed mining technology company and asPresident and CFO of a US-listed mining company operating in Nevada.Prior to focusing on the natural resources sector, Juan Carlos spent10 years in UBS’s International Division (NYSE: UBS).
William Upshur brings over 17 years of experience in business operations,finance, strategy, and data analytics, working in sectors including USnational security, natural resources, and technology. He previouslyled corporate affairs and investor relations strategy at a naturalresources startup and built a boutique consulting practice in themining sector. William holds a Master’s degree in Economics from TheSchool of Advanced International Studies at The Johns HopkinsUniversity (SAIS), and post-graduate certificates in Corporate Financeand Accounting from Harvard.
J. Paul Austin III is a professional investor and corporate advisor with over25 years of experience in finance, capital markets, venture capitaland corporate governance. Paul served as Managing Director of BlueArcCapital Management’s hedge fund strategies for approximately 10years, and spent seven years as Chief Investment Officer of BeachCapital Management, the private investment office of Mr. S. DanielAbraham. Paul began his career at Goldman, Sachs & Co. aftergraduating from the Georgia Institute of Technology with HighestHonors. He is currently CEO of Austin & Company. He also serves onthe board of Rabun Gap Nacoochee Schools and hasserved as a member of the Board of Trustees for the Georgia TechAlumni Association.
Nyla Beth Gawel brings over 20 years of strategic planning, corporateexecutive and US public sector experience. She has servedin seniorroles at Fortune 500 companies, including as Vice President at BoozAllen Hamilton (NYSE: BAH), as Senior Vice President, CorporateStrategy at SAIC (NYSE: SAIC) and as Director of Public SectorStrategy at Verizon (NYSE: VZ). Nyla Beth also has extensiveexperience advising early-stage companies, including technologystartups. She holds a Bachelor of Science degreein Foreign Service from Georgetown University and managementcertificates from Yale and Duke.
Offering Details
As part of the Offering, the Company issued 10,415,500units of the Company (each a “Hard Dollar Unit”) at a price of$0.03 per Hard Dollar Unit, 10,000,000 flow-through units (each a“FT Unit”) at a price of $0.0325 per FT Unit and 6,250,000Critical Mineral Exploration Tax Credit (“CMETC”) flow-throughunits (each a “CMETC FT Unit”) at a price of $0.035 per CMETC FTUnit.
Each Hard Dollar Unit is comprised of one common shareof the Company (a “Common Share”) and one Common Share purchasewarrant (a “Warrant”). Each Warrant entitles the holder topurchase one Common Share (a “Warrant Share”) at an exercise priceof $0.05 per Warrant Share for a period of 24 months following theclosing of the Offering. The net proceeds from the sale of the HDUnits will be for exploration of the Company’s mineral propertiesand general corporate and working capital purposes.
Each FT Unit is comprised of one Common Share thatqualifies as a “flow-through share” (within the meaning ofsubsection 66(15) of the Income Tax Act (Canada)) (an “FT Share”)and one Warrant. The gross proceeds from the sale of the FT Units willbe used to fund further exploration programs on, but not limited to,the Golden Baie property claims, incurring expenditures that willqualify as "Canadian Exploration Expenses" and “flowthrough mining expenditures” as defined in the Income Tax Act(Canada) on or before December 31, 2025, and which will be renouncedto the purchasers of the FT Units with an effective date no later thanDecember 31, 2024.
Each CMETC FT Unit is comprised of one FT Share and oneWarrant. The gross proceeds from the sale of the CMETC FT Units willbe used to fund further exploration programs on, but not limited to,the Buchan’s-Mary March property claims, incurring expenditures thatwill qualify as "Canadian Exploration Expenses" and"flow-through critical mineral mining expenditures" as thoseterms are defined in the Income Tax Act (Canada) on or before December31, 2025, and which will be renounced to the purchasers of the CMETCFT Units with an effective date no later than December 31,2024.
The Offering was amended to include payment of $1,800in cash finders’ fees to certain eligible third parties. TheOffering remains subject to the final approval of the Exchange. Allsecurities issued and issuable pursuant to the Offering are subject toa hold period of four months and one day from the date ofissuance.
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.
Additional Updates
Concurrent with closing the Offering, as previouslyannounced, Robert Bruggeman has stepped down as President and CEO,Jack Hurley has retired as CFO and Sam Leung has departed from theCompany’s board of directors. The Company expresses its deepgratitude to Jack and Sam for their years of service. Rob willcontinue in his position as a director of the Company. In addition,Aegis Critical Materials Inc., of which Juan Carlos Giron Jr. is aPrincipal, has received the right to nominate an additional directorof the Company if specific conditions 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 (62,175 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, Director
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 use of proceeds from theOffering, the potential to receive additional proceeds pursuant to theexercise of the Warrants, the intrinsic value of the Company, expectedexpenditure of the proceeds of the Offering, the Company’sobjectives, goals or future plans, statements, exploration results,potential mineralization, the estimation of mineral resources,exploration and mine development plans, timing of the commencement ofoperations and estimates of market conditions. Factors that couldcause actual results to differ materially from such forward-lookinginformation include, but are not limited to the inability to receivefinal TSXV approval for the Offering, failure to identify mineralresources, failure to convert estimated mineral resources to reserves,the inability to complete a feasibility study which recommends aproduction decision, the preliminary nature of metallurgical testresults, delays in obtaining or failures to obtain requiredgovernmental, environmental or other project approvals, politicalrisks, inability to fulfill the duty to accommodate First Nations andother indigenous peoples, uncertainties relating to the availability and costs of financing neededin the future, changes in equity markets, inflation, changes inexchange rates, fluctuations in commodity prices, delays in thedevelopment of projects, capital and operating costs varyingsignificantly from estimates and the other risks involved in themineral exploration and development industry, an inability to predictand counteract the effects of COVID-19 on the business of the Company,including but not limited to the effects of COVID-19 on the price ofcommodities, capital market conditions, restriction on labour andinternational travel and supply chains, and those risks set out in theCompany’s public documents filed on SEDAR. Although the Companybelieves that the assumptions and factors used in preparing theforward-looking information in this news release are reasonable, unduereliance should not be placed on such information, which only appliesas of the date of this news release, and no assurance can be giventhat such events will occur in the disclosed time frames or at all.The Company disclaims any intention or obligation to update or reviseany forward-looking information, whether as a result of newinformation, future events or otherwise, other than as required bylaw.
Copyright (c) 2024 TheNewswire - All rights reserved.