(TheNewswire)
Vancouver, British Columbia – TheNewswire - July 31, 2023 – Lake Winn ResourcesCorp. (TSXV: LWR, FSE : EE1A ) (the “ Company ”) ispleased to announce that it will proceed with a non-brokered privateplacement of up to 1 6 , 666 ,667 units of the Company (the “ Units ”) at a priceof $0.0 6 per Unit and up to 29,166,667flow-through common shares in the capital of the Company (the“ FT Shares ” and individually a “ FT Share ”) at $0.12per FT Share for gross proceeds of up to $4,500,000 (the“ Offering ”).
Each Unit will consist of one non-flow-through commonshare in the capital of the Company (a “ Share ”) and a Sharepurchase warrant (a “ Warrant ”). Each Warrant will entitle theholder to purchase one additional non-flow-through common share in thecapital of the Company (a “ Warrant Share ”) at a price of $0.10 perWarrant Share for a period of 24 months from the closing of theOffering.
Each FT Share will be designated as a flow-throughshare pursuant to the IncomeTax Act (Canada).
The Company may pay a finder’s fee on the Offeringwithin the amount permitted by the policies of the TSX VentureExchange (the “ Exchange ”). Closing of the Offering issubject to a number of conditions, including receipt of all necessarycorporate and regulatory approvals, including the Exchange. Allsecurities issued in connection with the Offering will be subject to astatutory hold period of four months plus a day from the date ofissuance in accordance with applicable securities legislation. Thegross proceeds from the FT Shares will be used to fund explorationwork on the Company’s lithium properties in the NorthwestTerritories, and the net proceeds from the Units will be used by theCompany for general working capital and administrativeexpenses.
The Company reserves the right to increase the size ofthe Offering by up to 15%, such that up to an additional2, 500 , 150 Units and4,375,000 FT Shares may be issued to raise additional gross process ofup to $ 67 5,000.
It is expected thatcertain Insiders (as such term is defined under the policies of theExchange) of the Company may participate in the Offering. Theparticipation of Insiders in the Offering will constitute a “relatedparty transaction” within the meaning of Multilateral Instrument61-101 – Protection ofMinority Security Holders in Special Transactions (“ MI61-101 ”). The Company intends to rely uponexemptions from the formal valuation and minority approvalrequirements of MI 61-101.
Update on Spin-Out
As first announced in its news release dated July 12,2023, the Company is continuing to progress with the proposed spin-outof its Cloud and Quartz properties in Manitoba (the “ Spin-Out ”) into anew exploration company named Gold Winn Resources Corp.(“ Gold Winn ”). The Spin-Out is expected to be completed by way of aplan of arrangement (the “ PoA ”). Lake Winn currently anticipates adefinitive agreement (the “ Agreement ”) to be settled and signed shortlywith Gold Winn, and a meeting of Lake Winn shareholders to approve thePoA to be held after the Agreement has been signed (the“ Meeting ”). The Agreement will include the finalized spin-out ratioto Gold Winn shareholders and retained equity level. Following thesigning of the Agreement and the Meeting, the Company will determinethe effective date of the Spin-Out.
This news release does not constitute an offer to sellor a solicitation of an offer to buy any of the securities in theUnited States. The securities have not been and will not be registeredunder the United States Securities Act of 1933, as amended (the“ U.S. SecuritiesAct ”) or any state securities laws and may notbe offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Actand applicable state securities laws or an exemption from suchregistration is available.
About Lake Winn
Lake Winn Resources Corp. is a mineral explorationcompany focused on advancing its 100% owned Little Nahanni LithiumProject ("LNLP"), which is located in the western NorthwestTerritories near the Yukon Border. The project covers 7,080 hectaresthat encompasses a 7 km long, and up to 500 m wide, lithium, tantalum,and tin pegmatite dyke swarm. Lake Winn is listed on the TSX VentureExchange.
On Behalf of the Board of Directors of Lake Winn Resources Corp.
Patrick Power
CEO and Director
Lake Winn Resources Corp.
Telephone: (604) 218-8772
Neither the TSX Venture Exchange norits Regulation Services Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy or accuracy of this release.
Forward-looking Statements: Certain statements in this news release are “forward-lookingstatements” which reflect the Company’s current expectations andprojections about future events and financial trends that it believesmight affect its financial condition, results of operations, businessstrategy and financial needs. In some cases, these forward-lookingstatements can be identified by words or phrases such as “may”,“might”, “will”, “expect”, “anticipate”,“estimate”, “intend”, “plan”, “indicate”, “seek”,“believe”, “estimates”, “predicts” or “likely”, or thenegative of these terms, or other similar expressions intended toidentify forward-looking statements. Whether actual results,performance or achievements will conform to the Company's expectationsand predictions is subject to a number of known and unknown risks,uncertainties, assumptions and other factors, including withoutlimitation, delays resulting from or inability to obtained requiredregulatory approval for the Offering, the Offering being fullysubscribed, statements regarding the Company’s plans to complete theSpin-Out, the transaction structure of the Spin-Out, the holding ofthe Meeting in relation to the Spin-Out, and the timing of thecompletion of the Spin-Out are forward-looking statements that involvevarious risks and uncertainties. Investors should not place unduereliance on forward-looking information. Important factors that couldcause actual results to differ materially from the Company’sexpectations include actual exploration results, the ability to obtainrequisite approvals for the Spin-Out, results of future resourceestimates, future metal prices, availability of capital and financingon acceptable terms, general economic, market or business conditions,uninsured risks, regulatory changes, defects in title, availability ofpersonnel, materials and equipment on a timely basis, accidents orequipment breakdowns, delays in receiving government approvals,unanticipated environmental impacts on operations and costs to remedysame, and other exploration or other risks detailed herein and fromtime to time in the filings made by the Company with securitiesregulators. The forward-looking information contained herein is madeas of the date hereof and is not obligated to update or revise anyforward-looking information, whether as a result of new information,future events or otherwise, except as required by applicablesecurities laws.
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