Mr. Jeffrey Cocks reports
CARSON RIVER CLOSES PRIVATE PLACEMENT
Carson River Ventures Corp. has completed a non-brokered private placement by issuing an aggregate of 8.3 million units at a price of five cents per unit for gross proceeds of $415,000.
Each unit comprises one common share in the capital of the company and one-half of a non-transferable share purchase warrant, whereby each whole warrant entitles the holder to purchase one additional share for a period of 24 months from the date of issuance at an exercise price of 10 cents per additional share.
Proceeds from the private placement will be used for work on the company's mineral properties and as general working capital. All securities issued in connection with the private placement are subject to a statutory four-month hold period in accordance with applicable securities legislation expiring Dec. 13, 2022.
Certain insiders of the company, namely Jeffrey Cocks, chief executive officer and director of the company, and Christopher Hobbs, chief financial officer and director of the company, each acquired 500,000 units. The participation by insiders in the private placement is considered to be 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 has relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the private placement as 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 the related parties, exceeded 25 per cent of the company's market capitalization. The company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the private placement, which the company deems reasonable in the circumstances in order to complete the private placement in an expeditious manner.
The company welcomes Jeff Wolburgh as a significant shareholder and new insider of the company. Mr. Wolburgh, through Bear Park Capital Corp., a private company he holds, and Noah's Ark 2021 Family Trust, for which he acts as trustee, subscribed for an aggregate of 4.5 million units. As a result, Mr. Wolburgh beneficially owns, directs or controls 10 per cent or more of the company's current outstanding voting securities. Prior to the closing of the private placement, Mr. Wolburgh held 200,000 shares, or approximately 2.30 per cent of the company's then issued and outstanding shares, and no securities convertible into shares. Following closing of the private placement, Mr. Wolburgh holds or controls 4.7 million shares, representing approximately 27.65 per cent of the current issued and outstanding shares on an undiluted basis. In addition, he holds or controls 2.25 million warrants, or approximately 54.22 per cent of the current issued and outstanding warrants. On a partially diluted basis, assuming Mr. Wolburgh were to exercise all 2.25 million warrants, he would hold approximately 36.11 per cent of the then issued and outstanding shares on such partially diluted basis. Mr. Wolburgh acquired the units for investment purposes and may, as future circumstances may dictate, from time to time, increase or decrease his ownership of Carson securities, whether in transactions over the open market, by privately negotiated arrangements or otherwise, subject to a number of factors, including general market conditions and other available investment and business opportunities. An early warning report with additional information in respect of the foregoing matters will be filed on SEDAR under the company's profile. To obtain a copy of the early warning report to be filed by Mr. Wolburgh, please contact the company or refer to SEDAR.
Finally, the company announces that phase I of the Chucker exploration program has commenced. The phase I program consists of reconnaissance prospecting, geological mapping, surface trenching, sampling and relocating historical workings, and project-wide ground-based geophysical surveying. The phase I exploration program will provide accurate modern data to assist in the planning of a potential phase II drill program.
We seek Safe Harbor.
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