Edmonton – April 20, 2020 – Cortus Metals Inc. (the “Company”, or “Cortus”) (TSX-V: CRTS.P), a capital pool company pursuant to Policy 2.4 of the TSX Venture Exchange (the “TSX-V”), announces, further to its press release dated February 7, 2020, that the Company is proceeding with its previously announced forward split on a two (2) new for one (1) existing basis (the “Split”) prior to completion of its proposed “Qualifying Transaction” (the “QT”) and related non-brokered private placement (the “Financing”). In conjunction with the Split, the Company has amended the terms of its previously announced Financing by adding a full warrant to the common shares as a unit offering and increasing the gross proceeds.
Cortus’ CEO, Sean Mager commented, “Together, these amendments are intended to reward early investors, create additional liquidity, attract a broader range of aftermarket investment and accelerate implementation of the Company’s rapid growth strategy. Our shareholders will participate in the exciting early stages of a strengthening gold market as we deliver a project generation strategy to target and vend the discovery of significant new gold deposits in arguably the best mining jurisdiction in the world, north-central Nevada, USA. Initially, Cortus is acquiring two outstanding exploration properties and has a clear pathway to acquire up to twenty more, with a proprietary dataset and innovative methodology to generate even more discovery targets throughout the Great Basin. Execution of definitive agreements for the QT is anticipated in the coming days and the Company will provide a further update at such time.”
The Company intends to raise aggregate gross proceeds of up to $1,250,000 through the issuance up to 8,333,333 units at a price of $0.15 per unit, subject to the approval of the TSX Venture Exchange (“TSX-V”). Each unit will comprise one post-Split common share and one share purchase warrant to acquire a further post-Split common share at a price of $0.20 per share for a period of 24 months. The warrants will be subject to an accelerated expiry provision such that if the closing price of the Company’s common shares is equal to or greater than $0.25 for a period of five consecutive trading days (at any time at or following the expiry of the four months resale restriction period), the Company may, by notice to the warrant holder in writing or via press release reduce the remaining exercise period applicable to the warrants to not less than 30 days from the date of such notice.
Finder’s fees may be paid to registered dealers or other qualified parties in connection with the Financing on terms to be determined. The proceeds of the Financing will be utilized for payments due pursuant to the QT, exploration costs on the Grayson and Powerline properties to be acquired as part of the QT and general working capital. Insiders may elect to participate in the Financing.
The Company also announces that, with the approval of the TSX-V, it has advanced a further US$30,000 to Intermont Resources, LLC (“Intermont”) for preservation of assets. The advance will be secured against the assets of Intermont. The Company had previously advanced US$75,000 to Intermont (see press release dated November 20, 2019 in respect of the QT). The advance will be forgiven upon completion of the QT.
In accordance with TSX-V policies, the Company’s shares are currently halted from trading and will remain so until completion of the QT, or until earlier approved by the TSX-V.
On behalf of the Board of Directors
s/ “Sean Mager”
Sean Mager, Chief Executive Officer
Email: [email protected]
Telephone: +1.780.701.3215
Forward Looking Information
Completion of the transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and if applicable pursuant to TSX-V requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
This News Release includes certain “forward-looking statements”. All statements other than statements of historical fact, included in this release, including, without limitation, future plans and objectives of the Company, are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations are the risks detailed herein and from time to time in the filings made by the Company with securities regulators including the following: (i) the Company has no commercial operations and has no history of profit; (ii) investment in the common shares of the Company is highly speculative given the unknown nature of the Company’s business and its present stage of development; (iii) there is no assurance that the Company will find a profitable undertaking or that it can successfully conclude a purchase of such an undertaking at all or on terms which are commercially acceptable; (iv) the directors and officers of the Company will only devote a portion of their time to the business and affairs of the Company and some of them are or will be engaged in other projects or businesses such that conflicts of interest may arise from time to time; and (v) there can be no assurance that an active and liquid market for the Company’s common shares will develop and an investor may find it difficult to resell its common shares. This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on the Company’s forward-looking statements. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or 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.
Neither 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.
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