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Montreal, Quebec – February 21, 2017 – Canada Strategic Metals Inc. (“Canada Strategic Metals” or the “Company”) (TSX.V: CJC; FSE: YXEN; OTC-BB: CJCFF) is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. (“Canaccord” or the “Agent”), pursuant to which Canaccord will act as agent in connection with a proposed fully marketed private placement to raise gross proceeds of approximately C$2.5 million (the “Offering”). The Offering will consist of the sale of 14,300,000 flow-through common shares of the Company (the “Flow-Through Shares”) at a price of C$0.175 per Flow-Through Share.
The gross proceeds raised from the sale of Flow-Through Shares will be used to incur “Canadian exploration expenses” as defined in the Income Tax Act (Canada) (the “Act”) on the Company’s properties in Quebec (the “Qualifying Expenditures”). The Qualifying Expenditures will be renounced to the subscribers with an effective date no later than December 31, 2017, in the aggregate amount of not less than the total amount of the gross proceeds raised from the Offering.
The Underwriter will receive a cash commission of 8% of the gross proceeds raised, and non-transferable share purchase warrants entitling the Underwriter to purchase, at the price of the Offering within 24 months after closing of the Offering, Common Shares equal to 8% of the aggregate number of securities sold pursuant to the Offering.
Closing of the Offering is anticipated to occur onor about March 9, 2017 (the “Closing Date”). Closing of the Offering is subject to receipt of regulatory approvals, including the acceptance of the Offering by the TSX Venture Exchange (the “TSXV”). The Flow-Through Shares will be subject to a four month hold period under applicable securities laws in Canada.
This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the United States. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to the account or benefit of a U.S. person absent an exemption from the registration requirements of such Act.
About Canada Strategic Metals
Canada Strategic Metals is an emerging company focused on the exploration and development of a number of projects in Quebec. With broad management experience in green technology and junior resource exploration and development, Canada Strategic Metals is well positioned to aggressively advance this promising property portfolio for its shareholders.
For more information on the Company, please visit www.csmetals.ca.
Jean-Sébastien Lavallée, P. Geo
President and Chief Executive Officer
819-354-5146
Paradox Public Relations
514-341-0408
Momentum Public Relations Inc.
450-332-6939
Neither the 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.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. The information in this news release about the Offering; the use of the gross proceeds from the Offering; the jurisdictions in which the Flow-Through Shares and Offering Common Shares are offered or sold; the number of Flow-Through Shares and Offering Common Shares offered or sold; the timing and ability of the Company to close the Offering, if at all; the timing and ability of the Company to satisfy the customary listing conditions of the TSXV, if at all; the timing and ability of the Corporation to obtain all necessary approvals; and any other information herein that is not a historical fact may be “forward-looking information”. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information. This forward-looking information is based on reasonable assumptions and estimates of management of Canada Strategic Metals, at the time it was made, involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Canada Strategic Metals to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, risks relating to the Offering; volatility in the trading price of common shares of the Company; property interests; ability of Canada Strategic Metals to complete further exploration activities, including drilling; the results of exploration activities; risks relating to mining activities; the global economic climate; metal prices; dilution; environmental risks; and community and non-governmental actions. Although the forward-looking information contained in this news release is based upon what management believes, or believed at the time, to be reasonable assumptions, Canada Strategic Metals cannot assure shareholders and prospective purchasers that actual results will be consistent with such forward-looking information, as there may be other factors that cause results not to be as anticipated, estimated or intended, and neither Canada Strategic Metals nor any other person assumes responsibility for the accuracy and completeness of any such forward-looking information. Canada Strategic Metals does not undertake, and assumes no obligation, to update or revise any such forward-looking statements or forward-looking information contained herein to reflect new events or circumstances, except as may be required by law.
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