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Arizona Sonoran Announces Closing of C$51,750,000 Bought Deal Public Offering of Common Shares
Arizona Sonoran Announces Closing of C$51,750,000 Bought Deal Public Offering of Common Shares

Business Wire

time3 hours ago

  • Business
  • Business Wire

Arizona Sonoran Announces Closing of C$51,750,000 Bought Deal Public Offering of Common Shares

TORONTO--(BUSINESS WIRE)-- Arizona Sonoran Copper Company Inc. (TSX:ASCU | OTCQX:ASCUF) ('ASCU' or the 'Company'), is pleased to announce that the Company has closed its previously announced public offering of common shares of the Company (the 'Common Shares'), pursuant to which the Company issued, on a bought deal basis, 25,875,000 Common Shares, including 3,375,000 Common Shares issued pursuant to the exercise in full of the over-allotment option granted to the Underwriters (as defined herein), at a price of $2.00 per Common Share, for aggregate gross proceeds of C$51,750,000 (the 'Offering'). The Offering was completed pursuant to an underwriting agreement dated June 6, 2025 entered into among the Company and a syndicate of underwriters led by Scotia Capital Inc., as sole bookrunner, and including Canaccord Genuity Corp., Paradigm Capital Inc., Raymond James Ltd., Haywood Securities Inc., RBC Dominion Securities Inc., and Stifel Nicolaus Canada Inc. (collectively, the 'Underwriters'). The net proceeds of the Offering will be used to exercise buy-down rights in respect of NSR royalties on the Cactus Project, to fund potential land acquisitions related to the Cactus Project, for the completion of technical and engineering studies, and for working capital and general corporate purposes, all as further described in the Prospectus (as defined herein). It is anticipated that the net proceeds from the Offering will fully fund the Company through to a final investment decision at the Cactus Project, potentially in Q4 2026. The Common Shares were offered by way of a short form prospectus dated June 12, 2025 (the 'Prospectus') filed in each of the provinces and territories of Canada, except Quebec, and offered in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the 'U.S. Securities Act') and in those jurisdictions outside of Canada and the United States as agreed to by the Company and the Underwriters, in each case in accordance with all applicable laws and such that no prospectus, registration or other similar document was required to be filed in those jurisdictions. The Offering remains subject to the final approval of the Toronto Stock Exchange. Certain directors and officers of the Company subscribed for an aggregate 200,000 Common Shares for aggregate gross proceeds of $400,000. Each director and officer of the Company is considered an 'insider' of the Company and, as a result, their participation under the Offering is considered to be a 'related party transaction' for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ('MI 61-101'). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. Specifically, the Company is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on section 5.5(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves insiders, is not more than 25% of the Company's market capitalization. Additionally, the Company is exempt from minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(1)(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves insiders, is not more than 25% of the Company's market capitalization. The securities have not been, and will not be, registered under the U.S. Securities Act, or any U.S. state securities laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an applicable exemption therefrom. 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 these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction. Neither the Toronto Stock Exchange nor the regulating authority has approved or disproved the information contained in this press release. About Arizona Sonoran Copper Company ( | ASCU is a copper exploration and development company with a 100% interest in the brownfield Cactus Project. The Cactus Project, on privately held land, contains a large-scale porphyry copper resource and a recent 2024 PEA proposes a generational open pit copper mine with robust economic returns. Cactus is a lower risk copper developer benefitting from a State-led permitting process, in place infrastructure, highways and rail lines at its doorstep and onsite permitted water access. The Company's objective is to develop Cactus and become a mid-tier copper producer with low operating costs, that could generate robust returns and provide a long-term sustainable and responsible operation for the community, investors and all stakeholders. The Company is led by an executive management team and board which have a long-standing track record of successful project delivery in North America complemented by global capital markets expertise. Cautionary Statements regarding Forward-Looking Statements and Other Matters Forward-Looking Statements This press release contains 'forward-looking information' within the meaning of applicable Canadian securities legislation. Forward-looking information includes, without limitation, statements regarding the Offering, the receipt of regulatory approvals, the use of proceeds of the Offering, the net proceeds of the Offering being sufficient to fund the Company through to a final investment decision at the Cactus Project (including the timing of any such decision) and the future plans or prospects and objectives of the Company (including, but not limited to, those under 'About Arizona Sonoran Copper Company' in this press release). Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of ASCU to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could affect the outcome include, among others: market conditions; future prices and the supply of metals; the results of drilling; inability to raise the money necessary to incur the expenditures required to retain and advance the properties; environmental liabilities (known and unknown); general business, economic, competitive, political and social uncertainties; results of exploration programs; accidents, labour disputes and other risks of the mining industry; political instability, terrorism, insurrection or war; delays in obtaining governmental approvals; projected cash operating costs; or failure to obtain regulatory approvals. Although ASCU has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking statements contained herein are made as of the date of this press release and ASCU disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by applicable securities laws. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Other factors which could materially affect such forward-looking information include the risks, uncertainties, contingencies and other factors described in the 'Risk Factors' section of the Company's Annual Information Form dated March 27, 2025, as well as in the technical report for the Cactus Project filed on August 27, 2024 (the '2024 PEA Technical Report') and Management's Discussion and Analysis (together with the accompanying financial statements) for the year ended December 31, 2024 and the quarter already ended in 2025, all of which are available on SEDAR+ at Preliminary Economic Assessments The 2024 Preliminary Economic Assessment (or 2024 PEA) referenced in this press release and summarized in the 2024 PEA Technical Report is only a conceptual study of the potential viability of the Cactus Project and the economic and technical viability of the Cactus Project has not been demonstrated. The 2024 PEA is preliminary in nature and provides only an initial, high-level review of the Cactus Project's potential and design options; there is no certainty that the 2024 PEA will be realized. For further detail on the Cactus Project and the 2024 PEA, including applicable technical notes and cautionary statements, please refer to the Company's press release dated August 7, 2024 and the 2024 PEA Technical Report, both available on the Company's website at and under its issuer profile at

NORTHCLIFF ANNOUNCES NON-BROKERED PRIVATE PLACEMENT FINANCING
NORTHCLIFF ANNOUNCES NON-BROKERED PRIVATE PLACEMENT FINANCING

Cision Canada

time17 hours ago

  • Business
  • Cision Canada

NORTHCLIFF ANNOUNCES NON-BROKERED PRIVATE PLACEMENT FINANCING

VANCOUVER, BC, June 19, 2025 /CNW/ - Northcliff Resources Ltd. ("Northcliff" or the "Company") (TSX: NCF) announces that it has arranged a non-brokered private placement (the "Private Placement") of 19,842,128 common shares of the Company ("Common Shares") at a price of C$0.06 per Common Share (based on the five day VWAP of the Common Shares for the five trading days ended May 29, 2025) for gross proceeds of C$1,190,527.68. The Common Shares issued are subject to applicable resale restrictions, including a hold period of four months and one day from the closing of the Private Placement under Canadian securities rules. The Private Placement is subject to customary closing conditions including final Toronto Stock Exchange approval. Proceeds of the Private Placement will be used to fund the Company's share of expenditures related to the Sisson Project and for working capital and general corporate purposes. Todd Sisson (NZ) Limited ("Todd"), a subsidiary of the Todd Corporation and a shareholder that holds in excess of 10% of the issued and outstanding Common Shares, will subscribe for 16,157,166 Common Shares under the Private Placement. Andrew Ing, a director and officer of the Company, will subscribe for 323,242 Common Shares under the Private Placement and Scott Cousens, a director of the Company, will subscribe for 1,292,970 Common Shares under the Private Placement. Additionally, Barb Thomas, the spouse of Trevor Thomas, an officer of the Company, will subscribe for 77,578 Common Shares under the Private Placement. Each of Todd, Andrew Ing, Scott Cousens and Barb Thomas are considered to be "insiders" by the Toronto Stock Exchange. The participation by each of Todd, Andrew Ing and Scott Cousens 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 Company is relying upon the exemptions from the formal valuation and minority shareholder approval requirements pursuant to sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101 on the basis that neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction insofar as it involves interested parties (within the meaning of MI 61-101) in the Private Placement exceeds 25% of the Company's market capitalization calculated in accordance with MI 61-101. As the terms of the Private Placement, including insider participation, were only recently finalized, the Company will file a material change report less than 21 days before the expected closing of the Private Placement. The Company believes this shorter period is reasonable in the circumstances in order to complete the Private Placement in a timely and efficient manner. Upon closing of the Private Placement, Todd shall exercise its right to nominate a second director, Mr. Evan Davies, to the Company's Board of Directors. Mr. Davies has been a senior executive at Todd since 2008 and has been Group CEO since early 2023. He has significant commercial and management experience across a range of industries. Before joining Todd as Managing Director of Todd Property, he was the initial Managing Director of SkyCity Entertainment Group, growing the company from a single site to having business operations throughout New Zealand, South Australia and the Northern Territory with an enterprise value of NZ$3 billion and more than 6,000 staff. He also has business interests in farming and viticulture and is involved with several charitable and public sector enterprises. Mr. Davies holds a Bachelor of Town Planning from the University of Auckland, a Master of Science in Tourism Management from the University of Surrey and a Master of Philosophy in Urban and Regional Planning from the University of Birmingham. Northcliff Chairman, President and CEO Andrew Ing said "On behalf of the Northcliff Board of Directors, I would like to welcome Evan Davies to the Board and look forward to the benefit of his business expertise and strategic advice as we progress the Sisson Critical Minerals Project." About Northcliff Resources Ltd. Northcliff is a mineral resource company focused on advancing the Sisson Tungsten-Molybdenum Project located in New Brunswick, Canada, to production. Additional information on Northcliff is available on the website at Investor services can be reached at (604) 684-6365 or within North America at 1-800-667-2114. On behalf of the Board of Directors Andrew Ing Chairman, President & CEO This release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address the proposed Private Placement, or other events that the Company expects, are forward looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. For more information on the Company, investors should review the Company's continuous disclosure filings that are available at

Kane Biotech Provides Further Corporate Update
Kane Biotech Provides Further Corporate Update

Business Upturn

time2 days ago

  • Business
  • Business Upturn

Kane Biotech Provides Further Corporate Update

WINNIPEG, Manitoba, June 18, 2025 (GLOBE NEWSWIRE) — Kane Biotech Inc. (TSX-V:KNE) (the 'Company', 'Kane' or 'Kane Biotech') provides updates on its reorganizational phase. The Company has terminated its exclusive distribution agreement with ProgenaCare Global LLC ('ProgenaCare') dated April 18, 2023 due to various material breaches by ProgenaCare of the agreement. Activities to resecure distribution for its products in the United States are underway. The Company recently received a notice of default from Prairies Economic Development Canada ('PrairiesCan'). The notice relates to the Contribution Agreement between Western Economic Diversification Canada (now PrairiesCan) and Kane Biotech dated August 6, 2019, in which PrairiesCan provided the Company with repayable contributions of $2,491,266. The contributions are repayable in 59 consecutive monthly installments of $42,000 and one final instalment of $13,266 on an unsecured, interest-free basis which commenced on April 1, 2023. Kane has made all required repayments from April 1, 2023 to date excepting that of the payment due June 1, 2025. The Company has been in communication with PrairiesCan prior to the notice whereby it requested a restructuring of the timing of the remaining loan repayments with the intention of repaying the outstanding balance in full. Kane previously advised on April 28, 2025, that an unsecured demand loan of $1 million (the 'Loan') from an insider of the Company was entered into and funds received. The lender has agreed to convert the Loan to a five-year, unsecured convertible debenture in the principal amount of $1 million (the 'Debenture') all of which is subject to the approval of the TSX Venture Exchange. Interest on the Debenture shall accrue at the rate of three percent (3%) per annum, compounded annually and payable at maturity. The Debenture is convertible into common shares of Kane at the option of the holder at a price of $0.10 per common share. There are no broker fees or commissions related to this matter. The conversion of the Loan to the Debenture is a 'related party transaction' as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ('MI 61-101'). The Company is exempt from the formal valuation and minority approval requirements for related party transactions pursuant to Subsection 5.5(b) and Subsection 5.7(1)(e) of MI 61-101, respectively. The Company is now executing its clinical plan to underpin the commercial introduction of its revyveTM Antimicrobial Wound Gel and revyveTM Antimicrobial Wound Gel Spray in the US market. We are presently conducting clinical case series there with respected medical professionals in both chronic wound care and burn care patients which will result in the presentation of preclinical and clinical case series data in late 2025 and 2026. This press release does not constitute an offer to sell or the solicitation of an offer to buy this security, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States or to U.S. persons unless registered or exempt therefrom. About Kane Biotech Kane Biotech is developing novel wound care treatments that disrupt biofilms and transform healing outcomes. Biofilms are one of the main contributors to antibiotic resistance in wounds which results in serious clinical outcomes and significant cost. revyve™ addresses both biofilms and wound bacteria. For more information: Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Caution Regarding Forward-Looking Information This press release contains certain statements regarding Kane Biotech Inc. that constitute forward-looking information under applicable securities law. These statements reflect management's current beliefs and are based on information currently available to management. Certain material factors or assumptions are applied in making forward-looking statements, and actual results may differ materially from those expressed or implied in such statements. These risks and uncertainties include, but are not limited to, risks relating to the Company's: (a) financial condition, including lack of significant revenues to date and reliance on equity and other financing; (b) business, including its early stage of development, government regulation, market acceptance for its products, rapid technological change and dependence on key personnel; (c) intellectual property including the ability of the Company to protect its intellectual property and dependence on its strategic partners; and (d) capital structure, including its lack of dividends on its common shares, volatility of the market price of its common shares and public company costs. Further information about these and other risks and uncertainties can be found in the disclosure documents filed by the Company with applicable securities regulatory authorities, available at The Company cautions that the foregoing list of factors that may affect future results is not exhaustive. Disclaimer: The above press release comes to you under an arrangement with GlobeNewswire. Business Upturn takes no editorial responsibility for the same. Ahmedabad Plane Crash

Organto Foods Announces C$1.0 M Private Placement Financing with a Strategic Investor
Organto Foods Announces C$1.0 M Private Placement Financing with a Strategic Investor

Miami Herald

time2 days ago

  • Business
  • Miami Herald

Organto Foods Announces C$1.0 M Private Placement Financing with a Strategic Investor

TORONTO, ON AND BREDA, THE NETHERLANDS / ACCESS Newswire / June 18, 2025 / Organto Foods Inc. (TSXV:OGO)(OTC PINK:OGOFF) ("Organto" or the "Company") today announced it plans to complete a non-brokered private placement of up to 4,000,000 units of the Company (the "Units") at a price of $0.25 per Unit (the "Private Placement"), with each Unit consisting of one Common Share in the capital of the Company (a "Common Share") and one-half common share purchase warrant of the Company (a "Warrant"). Each full Warrant shall entitle the holder thereof to acquire one Common Share (a" Warrant Share") at a price per Warrant Share of C$0.35 for a period of 18 months from the closing date of the Private Placement. "We're very pleased with our operational performance, having realized first quarter sales growth of 193.5%, gross profit dollar growth of 298.1%, our lowest cash operating costs as a percentage of sales in our history and our first-ever positive EBITDA quarter. Our business has continued to accelerate through the second quarter, which is quite encouraging, and we believe is a reflection of the strong momentum in our business. These results are the direct outcome of the extensive restructuring and strategic realignment we've executed over the past 18 months, laying a solid foundation for sustained growth, stability, and a clear path to profitability. With our continued growth and improvement in our share price, we believe it is prudent to complete this Private Placement as we conservatively manage our balance sheet." commented Steve Bromley, Chair and Chief Executive Officer. The Company may pay finders' fees in connection with the Private Placement. The net proceeds from the Private Placement will be used to fund general working capital. Certain directors and officers of the Company may acquire securities under the Private Placement. Any such participation would be considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any units issued to or the consideration paid by such persons will exceed 25% of the Company's market capitalization. Completion of the Private Placement will be subject to the prior approval of the TSX Venture Exchange as well as all other requisite corporate, regulatory and security holder approvals, as applicable. Further, all securities issued pursuant to the Private Placement described above will be subject to a minimum hold period of four months and one day from their date of issuance. There can be no assurance that the Company will be successful in completing the Private Placement. ON BEHALF OF THE BOARD Steve BromleyChairman and CEO For more information, contact: Investor RelationsJohn Rathwell, Senior Vice President, Investor Relations & Corporate Development647 629 0018info@ ABOUT ORGANTO Organto is a leading provider of branded, private label, and distributed organic and non-GMO fruit and vegetable products using a strategic asset-lighter business model to serve a growing socially responsible and health-conscious consumers. Organto's business model is rooted in its commitment to sustainable business practices focused on environmental responsibility and a commitment to the communities where it operates, its people, and its shareholders. FORWARD LOOKING STATEMENTS This news release may include certain forward-looking information and statements, as defined by law, including without limitation, Canadian securities laws and the "safe harbor" provisions of the US Private Securities Litigation Reform Act ("forward-looking statements"). In particular, and without limitation, this news release contains forward-looking statements respecting Organto's business model and markets; Organto's belief that the Company has made solid progress in the restructuring and realignment of its business focused on a clear path to profitability, sustained growth and long-term stability; Organto's belief that the impact of restructuring and realignment efforts was a key driver of its first quarter results; and Organto's belief it is prudent to complete this Private Placement as the Company conservatively manages its balance sheet. Forward-looking statements are based on a number of assumptions that may prove to be incorrect, including, without limitation, the assumption that the Company will be able to complete the Private Placement and obtain all regulatory and requisite approvals in a timely manner and on acceptable terms. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in forward-looking statements in this news release include, among others, regulatory risks; risks related to market volatility and economic conditions; risks related to unforeseen delays; and risks that necessary financing will be unavailable when needed. For further information on these and other risks and uncertainties that may affect the Company's business, see the "Risks and Uncertainties" and "Forward-Looking Statements" sections of the Company's annual and interim management's discussion and analysis filings with the Canadian securities regulators, which are available under the Company's profile at Except as required by law, Organto does not assume any obligation to release publicly any revisions to forward-looking statements contained in this news release to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. 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. SOURCE: Organto Foods, Inc.

Spirit Blockchain Capital Announces Closing of Shares for Services Transactions
Spirit Blockchain Capital Announces Closing of Shares for Services Transactions

Cision Canada

time4 days ago

  • Business
  • Cision Canada

Spirit Blockchain Capital Announces Closing of Shares for Services Transactions

VANCOUVER, BC, June 16, 2025 /CNW/ - Spirit Blockchain Capital Inc. (CSE: SPIR) (" Spirit Blockchain" or the " Company"), a leader in digital asset and blockchain investment, is pleased to announce that further to its press releases dated March 5 and June 4, 2025, it has issued an aggregate of 4,435,417 common shares of the Company (" Common Shares") in lieu of cash compensation for services provided to the Company by certain directors, officers and consultants of the Company (the " Shares for Services Transactions"). The Company settled an aggregate of $300,875 owing to various service providers of the Company by the issuance of an aggregate of 3,625,000 Common Shares at a price of $0.083 per Common Share. The Company has also settled an aggregate of $50,000 owing to an arm's length consultant of the Company through the issuance of an aggregate of 291,667 Common Shares at a deemed price of $0.06 per Common Share, 218,750 Common Shares at a deemed price of $0.08 per Common Share and 300,000 Common Shares at a deemed price of $0.05 per Common Share. The Common Shares were issued in lieu of cash payments for services previously rendered to the Company pursuant to consulting and employment agreements whereby the service providers provided various services to the Company throughout 2023, 2024 and 2025. The Common Shares issued pursuant to the Shares for Services Transactions will be subject to a hold period expiring four months and one day following the date of issuance, and the issuance remains subject to there being no objection from the Canadian Securities Exchange and compliance with applicable securities laws. A portion of the Shares for Services Transaction constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 – Protection of Minority Security holders in Special Transactions (" MI 61-101") as Common Shares were issued to certain directors and officers as follows in connection with settlement of amounts payable to them as follows: Raymond O'Neill, Chairman and a director of the Company, was issued 650,000 Common Shares in settlement of $53,950 in outstanding fees; Lewis Bateman, CEO and a director of the Company, was issued 1,050,000 Common Shares in settlement of $87,150 in outstanding fees and Yves La Rose, a director of the Company, was issued 250,000 Common Shares in settlement of $20,750 in outstanding fees (collectively, the " Related Parties"). The issuance of Common Shares to the Related Parties pursuant to the Shares for Services Transactions is exempt from the minority approval and formal valuation requirements of MI 61-101 pursuant to subsections 5.5(a) and 5.7(1)(a) of MI 61-101. None of the securities to be issued in connection with the Shares for Services Transactions have been or will be registered under the United States Securities Act of 1933, as amended (the " 1933 Act"), and none may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. About Spirit Blockchain Capital Spirit Blockchain Capital is a leading investment company at the forefront of the blockchain industry. Through our operational business line and asset management business, we provide investors with a range of opportunities for capital appreciation. With a strong focus on innovation, strategic investments, and operational excellence, Spirit Blockchain is poised to unlock the potential of the digital economy. Forward-Looking Statements This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. Forward looking statements in this news release include statements regarding the Company's expectation that the Canadian Securities Exchange will not object to the Shares for Services Transactions. The forward-looking statements and information are based on certain key expectations and assumptions made by the Company. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that they will prove to be correct. Since forward-looking statements and information 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. Factors that could materially affect such forward-looking information are described under the heading "Risk Factors" in the Company's long form prospectus dated August 8, 2022, that is available on the Company's profile on SEDAR at The Company undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents managements' best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information. The Canadian Securities Exchange has not reviewed, approved or disapproved the content of this press release.

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