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Canadian Spirit Resources Inc. Announces Upsize of Previously Announced Private Placement and Change of Auditor

Canadian Spirit Resources Inc.
·4-min read

/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE U.S./

CALGARY, Alberta, Oct. 20, 2020 (GLOBE NEWSWIRE) -- Canadian Spirit Resources Inc. ("CSRI" or the "Corporation") (TSXV:SPI) (OTCBB:CSPUF) is pleased to announce that, further to its press release dated October 9, 2020, it has increased the size of its previously announced non-brokered private placement offering of units of the Corporation ("Units") to up to $1,600,000 (the "Offering"). The Offering will be comprised of up to 32,000,000 Units at a price of $0.05 per Unit. The Offering is still anticipated to close by the end of October 2020.

Each Unit will consist of one common share in the capital of the Corporation (a "Common Share") and one-half of one Common Share purchase warrant (a "Warrant"). Each whole Warrant will entitle the holder to purchase one Common Share at a price of $0.08 for a period of two years after closing of the Offering.

The closing of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals, including the acceptance of the TSX Venture Exchange (the "TSXV"). All the securities issued pursuant to the Offering will be subject to a four-month restricted resale period under Canadian securities laws.

The net proceeds of the Offering will be used for various field activities and initiatives, and for general corporate purposes.

It is anticipated that the Offering will be a related party transaction under Multilateral Instrument 61–101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") as Elmag Investments Inc. (Investissements Elmag Inc.), an insider and control person of the Corporation, has notified the Corporation that it intends to participate in the Offering. It is anticipated that the Offering will be exempt from the formal valuation and minority shareholder approval requirements of MI 61–101 as the fair market value of the insiders' participation in the Offering will not exceed 25% of the Corporation's market capitalization.

CHANGE IN AUDITORS

The Corporation announced today that PricewaterhouseCoopers LLP ("PwC") have, at the request of the Corporation, resigned as auditors of the Corporation, effective October 7, 2020. The Corporation further announced that the Board of Directors has appointed Crowe MacKay LLP ("CMK") as auditors of the Corporation effective October 7, 2020.

The resignation of PwC and the appointment of CMK were considered and recommended by the Audit Committee and approved by both the Board of Directors and the Audit Committee. There were no reservations or modified opinions in PwC’s reports in connection with the financial statements relating to the relevant period during which PwC was the Company’s auditor. There are no “reportable events” (as defined in Section 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations) between the Corporation and PWC or with respect of the change. The Corporation's Audit Committee and Board of Directors have reviewed the Notice of Change of Auditors, together with the letter from PWC and the letter from CMK, all of which are posted on the Corporation’s SEDAR profile accessible at www.sedar.com.

CSRI is a natural resource company focusing on the identification and development of opportunities in the unconventional natural gas sector of the energy industry.

Information regarding CSRI is available on SEDAR at www.sedar.com or the Corporation's website at www.csri.ca.

On behalf of the Board of Directors
CANADIAN SPIRIT RESOURCES INC.

"Louisa DeCarlo"

President and Chief Executive Officer

For further information, please contact:
Canadian Spirit Resources Inc.
Telephone (403) 618-2113
Louisa DeCarlo (louisa@danrichresources.com)

Forward-looking Information Cautionary Statement

This press release contains forward-looking statements. More particularly, this press release contains statements concerning the terms of the Offering. The forward-looking statements in this press release are based on certain expectations and assumptions made by the Corporation. Although the Corporation believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Corporation can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, risks associated with adverse market conditions, receipt of TSXV and other regulatory approvals of the Offering, inability to complete the Offering on the proposed terms or all at, the state of the financial markets for the Corporation's securities, and changes in the Corporation's business plans. Forward-looking statements are based on estimates and opinions of management of the Corporation at the time the statements are presented. The Corporation may, as considered necessary in the circumstances, update or revise such forward-looking statements, whether as a result of new information, future events or otherwise, but the Corporation undertakes no obligation to update or revise any forward-looking statements, except as required by applicable securities laws.

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 NEWS RELEASE