Caracara Silver Inc. Arranges $150,000 Private Placement and announces private placement to existing shareholders and other investors
Toronto, September 20, 2017: Caracara Silver Inc. ("CSV" or the "Company") (TSXV-CSV.H) has arranged a non-brokered private-placement offering for total gross proceeds of up to $150,000. Pursuant to the offering, CSV will issue a total of up to 30 million units at a price of half of one cent per unit. Each Unit shall be comprised of one common share and one warrant exercisable at $0.005 for a period of one year. The Company will undertake to consolidate it shares on a minimum of ten (10) old shares for one (1) new share basis prior to February 20, 2018. CSV plans to seek a discretionary waiver from the five-cent minimum pricing requirement by the TSX Venture Exchange pursuant to the TSX-V bulletin dated April 7, 2014. There is no assurance that the TSX-V will approve this financing. A finder's fee may be paid by the Company, in connection with the offering, in accordance with the policies of the TSX-V.
The offering is open, subject to certain limitations discussed as follows, to existing shareholders of the Company who, at the close of business on September 19, 2017, held common shares of the Company (and who continue to hold common shares of the Company at the time of closing of the offering), pursuant to the prospectus exemption set out in Multilateral CSA Notice 45-313, and the various corresponding blanket orders and rules of participating jurisdictions (the existing shareholder exemption is not available in Ontario or Newfoundland and Labrador). The total acquisition cost to a subscriber under the existing shareholder exemption cannot exceed $15,000 unless that subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment. There is a minimum subscription amount of $3,000. Any existing shareholder interested in participating in the offering should contact the Company.
If subscriptions received for the offering based on all available exemptions exceed the maximum offering amount of $150,000, subscriptions will be accepted at the discretion of the Company, such that it is possible that a subscription received from a shareholder may not be accepted by the Company if the offering is oversubscribed. In accordance with the existing shareholder exemption, the Company confirms there is no material fact or material change related to the Company which has not been generally disclosed.
Existing shareholders of the Company are directed to contact the Company for further information concerning subscription for shares pursuant to the existing shareholder exemption, as follows.
Contact person: Nick Tintor, President
Telephone: 416-987-0855
E-mail: ntintor@rgmi.ca
In addition to using the existing shareholder exemption, the offering will also be conducted pursuant to other available prospectus exemptions, including sales to accredited investors, as well as family members, close friends and business associates of directors and officers of the Company.
The Company may also rely upon the exemption set out in B.C. Instrument 45-536 -- exemption from prospectus requirement for certain distributions through an investment dealer.
In accordance with the requirements of the investment dealer exemption, the Company confirms that there is no material fact or material change related to the Company which has not been generally disclosed, except as otherwise disclosed herein.
CSV intends to use the proceeds of the offering for maintaining and advancing its listing, retiring existing indebtedness, and for continuing general corporate and working capital purposes. A breakdown of the intended use of proceeds for the ensuing 3-month period is shown in the attached table.
| Purpose | Maximum |
| Professional fees (audit, legal and accounting) | $20,000 |
| Shareholder expenses (transfer agent fees) | $5,000 |
| AGM expenses | $15,000 |
| Share issuance expenses (TSX-V fees) | $6,000 |
| TSX-V Annual fees 2017 | $ 7,000 |
| Maximum finders' fee | $7,500 |
| Consultant Business Evaluation and Sourcing Fees | $20,000 |
| Repayment of outstanding liabilities | $20,000 |
| General working capital | $49,500 |
| Gross proceeds | $150,000 |
Although the Company intends to use the proceeds of the offering as described in the attached table, the actual allocation of net proceeds may vary from the uses set forth above, depending on future operations or unforeseen events or opportunities. If the offering is not fully subscribed, the Company will apply the proceeds of the offering to the above uses in priority and in such proportions as the board of directors and management of the Company determine in the best interests of the Company.
The common shares issued to subscribers resident in Canada in the offering will be subject to a statutory four-month hold period. The offering is subject to certain closing conditions, including, but not limited to, the receipt of applicable regulatory approvals including approval of the TSX-V and the completion of required regulatory filings with the TSX-V.
Contact
For further information, contact Nick Tintor, President of Caracara Silver at: (416) 987-0855
Cautionary and Forward-Looking Statements
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.
Certain information in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of Columbus, including but not limited to, the uncertainty of the financing, the impact of general economic conditions, industry conditions, dependence upon regulatory approvals. Readers are cautioned that the assumptions used in preparing such information, although considered reasonable at the time of preparation, may prove imprecise and undue reliance should not be placed on forward-looking statements. Forward-looking statements in this press release are expressly qualified by this cautionary statement.
The forward-looking statements in this press release are made as of the date of this press release, and the Company undertakes no obligations to update publicly or to revise any of the included forward-looking statements, whether because of new information, future events or otherwise, except as expressly required by applicable securities law.
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