NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, March 17, 2021 – Core Assets Corp., ("Core Assets" or the "Company") (CSE:CC) (Frankfurt: 5RJ WKN:A2QCCU) (ISIN:CA 21871U 10 5) is pleased to announce that it has completed its previously announced non-brokered private placement (the "Offering"), as described in its News Release of February 23, 2021, pursuant to which it has issued an aggregate of 12,177,767 units (each, a "Unit") at a price of $0.09 per Unit for gross proceeds of $1,095,999.00. Each Unit is comprised of one common share (each, a "Share") in the capital of the Company and one non-transferable share purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder to purchase one additional Share (each, a "Warrant Share") in the capital of the Company for a period of 24 months from the closing date at an exercise price of $0.15 per Warrant Share in first year and $0.25 per Warrant Share in second year. The Offering was oversubscribed by $95,999.00.
The Company paid cash finder's fees of $8,779.00 and issued 91,770 finder's warrants (each, a "Finder's Warrant") to certain finders in connection with the Offering. The Finder's Warrants have the same terms and conditions as the Warrants.
The Company also announces that it has completed its previously announced non-brokered flow-through private placement (the "Flow-through Offering"), as described in its News Release of February 23, 2021, pursuant to which it has issued an aggregate of 2,838,334 Shares, issued on a "flow-through basis" pursuant to the Income Tax Act (Canada), at a price of $0.12 per Share for aggregate gross proceeds of $340,600.00.
The Company paid cash finder's fees of $8,064.00 and issued 67,200 Finder's Warrants to certain finders in connection with the Flow-through Offering.
The aggregate gross proceeds from the sale of the Offering and the Flow-through Offering will be used for working capital and for an expanded exploration program on the Company's Atlin Mining District project.
The securities issued under the Offering and the Flow-through Offering, and the shares that may be issuable on exercise of the Warrants and the Finder's Warrants, are subject to a statutory hold period expiring four months and one day from the date of closing.
Zimtu Capital Corp., a public company of which David Hodge and Sean Charland, directors of the Company, are directors of, was issued 1,812,500 Units under the Offering, Jody Bellefleur, the Chief Financial Officer of the Company, was issued 30,000 Units under the Offering and Alicia Milne, a director of the Company, was issued 10,000 Units under the Offering, each of which constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The issuance to the insiders is exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in section 5.5(b) as the Company's shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101 in that the fair market value of the consideration of the securities issued to the related parties did not exceed 25% of the Company's market capitalization.
None of the securities sold in connection with the Offering and the Flow-through Offering will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Core Assets Corp.
Core Assets Corp. is a Canadian mineral exploration company focused on the acquisition and development of mineral projects in B.C., Canada. The company currently holds the Blue property, which covers a land area of 14,814.86 Ha (148.15 km²). The project lies within the Atlin Mining District, which is a well-known gold camp. The Atlin Mining District has been the focus of Core Assets' exploration efforts since 2018, with increased exploration activities forecasted in the area moving into 2021.
On Behalf of the Board of Directors
CORE ASSETS CORP.
President & CEO
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.