Cullinan Metals closes private placements

Oct 21, 2023

2023-10-20 11:09 ET – News Release

Mr. Marc Enright-Morin reports

CULLINAN METALS ANNOUNCES CLOSING OF PRIVATE PLACEMENTS

Cullinan Metals Corp., further to its news release dated Oct. 12, 2023, has closed a non-brokered private placement of 754,717 Quebec flow-through units at a price of 26.5 cents per flow-through unit for gross proceeds of $200,000 (the QC FT offering) and a non-brokered private placement of 200,000 non-flow-through units at a price of 20 cents per unit for gross proceeds of $40,000 (the NFT offering).

QC FT offering

Each Quebec flow-through unit comprises one flow-through common share that will qualify as flow-through shares within the meaning of Subsection 66(15) of the Income Tax Act (Canada) and, in respect of eligible Quebec resident subscribers, Section 359.1 of the Taxation Act (Quebec) and one-half of one transferrable non-flow-through common share purchase warrant. Each NFT warrant entitles the holder to acquire one non-flow-through common share at a price of 40 cents per NFT share for a period of two years from the closing date of the QC FT offering.

In the event that the shares trade at a price of $1 and above for 10 consecutive trading days, the company may, at its option, accelerate the NFT warrant expiry date by providing notice to the NFT warrant holders by way of a news release that the NFT warrants will expire on the 30th day from the date of the acceleration notice.

The gross proceeds from the issuance of FT shares will be used to incur Canadian exploration expenses and will qualify as flow-through mining expenditures as both terms are defined in the Income Tax Act (Canada) related to the company’s eligible projects in Quebec. The company will renounce the qualifying expenditures in favor of the subscribers with an effective date of no later than Dec. 31, 2023, and as required under the act.

In connection with the QC FT offering, the company will pay a finder’s fee consisting of $12,000 and 45,283 finder’s warrants. The finder’s warrants are non-transferable and exercisable at a price of 30 cents per NFT share for a period of three years from the closing date of the QC FT offering.

NFT offering

Each non-flow-through unit consists of one common share in the capital of the company and one transferable common share purchase warrant. Each warrant entitles the holder to acquire one share at a price of 30 cents per share for a period of three years from the date of closing of the NFT offering.

The gross proceeds of the NFT offering will be used to finance working capital requirements.

In connection with the NFT offering, the company will pay finder’s fee consisting of $2,400 and 12,000 finder’s warrants. The finder’s warrants are non-transferable and exercisable at price of 30 cents per share for a period of three years from the closing date of the NFT offering.

The securities issued under the QC FT and NFT offerings are subject to a statutory hold period of four months and one day in accordance with applicable securities legislation.

About Cullinan Metals Corp.

Cullinan Metals is a Canadian mining and exploration company focused on the development of energy metals. With a strong emphasis on key energy resources such as copper, graphite and lithium assets, Cullinan is dedicated to unlocking the potential of these resources globally.

We seek Safe Harbor.

https://www.cullinanmetals.com/