CALGARY, ALBERTA–(Marketwired – June 17, 2016) – Canadian Spirit Resources Inc. (“CSRI” or the “Corporation”) (TSX VENTURE:SPI) (OTCBB:CSPUF) is pleased to announce that it is increasing, subject to TSX Venture Exchange approval, its previously announced non-brokered private placement offering from $500,000 to $640,000. The private placement is comprised of a combination of common shares of the Corporation issued on a flow-through basis pursuant to the Income Tax Act (“Flow-Through Shares”) at a price of $0.10 per Flow-Through Share and units of the Corporation (“Units”) at a price of $0.10 per Unit. The offering will close in two tranches, the first of which occurred on June 1, 2016, and the second of which is expected to close by the end of June 2016.
The Flow-Through Shares issued pursuant to this placement will entitle, subject to various income tax considerations, Canadian investors to a renunciation in 2016 of Canadian Exploration Expense expenditures to be made by CSRI up to December 31, 2017 equal to 100% of their total subscription amount.
Each Unit will consist of one common share of the Corporation and one-half of one common share purchase warrant (“Warrants”). Each whole Warrant will entitle the holder to purchase an additional common share of the Corporation for a period of one year at an exercise price of $0.10 per share.
The Corporation may pay finder’s fees of up to 6% in cash.
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 to gather reservoir information at the Corporation’s c-69-H/94-B-1 well that was drilled at Farrell Creek, British Columbia in the first quarter 2016, and for general corporate purposes.
The offering is a related party transaction under Multilateral Instrument 61 – 101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) as Richard Couillard, President and Chief Executive Officer of the Corporation, Jeffrey Dyck, a Director of the Corporation, and Elmag Investments Inc., an insider and control person of the Corporation will be purchasing 200,000, 700,000 and 3,000,000 Units, respectively. Following completion of the Unit portion of the private placement, Richard Couillard will own 1,143,350 common shares of the Corporation or 0.75% of the outstanding common shares of the Corporation, Jeffrey Dyck will own 700,000 common shares of the Corporation or 0.46% of the outstanding common shares of the Corporation, and Elmag Investments Inc. will own 55,764,500 common shares of the Corporation or 35.54% of the outstanding shares of the Corporation.
The offering is exempt from the formal valuation and minority shareholder vote requirements of MI 61 – 101 as the fair market value of the insider’s participation in the offering does not exceed 25% of the Corporation’s market capitalization. The offering has been approved by the members of the Board of Directors of the Corporation who have determined that they will not be participating in the offering.