12:23:45 EDT Wed 01 May 2024
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Canstar Resources Inc (2)
Symbol ROX
Shares Issued 113,975,887
Close 2023-12-22 C$ 0.03
Market Cap C$ 3,419,277
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Canstar to raise up to $735,000, appoints Giron CEO

2023-12-27 10:19 ET - News Release

Mr. Rob Bruggeman reports

CANSTAR ANNOUNCES CORPORATE UPDATE

Canstar Resources Inc. intends to complete non-brokered private placement financings for total gross proceeds of up to $735,000, consisting of up to 10 million hard dollar units of the company at a price of three cents per hard dollar unit, up to eight million charity flow-through units at a price of 3.25 cents per FT unit, and up to five million of Critical Minerals Exploration Tax Credit (CMETC) charity flow-through units at a price of 3.5 cents per CMETC FT unit. The company reserves the right to increase the size of the offering by up to 25 per cent, subject to the approval of the TSX Venture Exchange. In addition, the company announces management changes coinciding with the private placements, as well as the nomination of J. Paul Austin III to the company's board of directors.

Offering details

Each hard dollar unit shall comprise one common share of the company and one common share purchase warrant. Each FT unit shall comprise one common share of the company that will qualify as a flow-through share (within the meaning of Subsection 66(15) of the Income Tax Act (Canada)) and one warrant. Each CMETC FT unit shall comprise one common share of the company that will qualify as a CMETC flow-through share (within the meaning of Subsection 66(15) of the Income Tax Act (Canada)) and one warrant.

Each warrant shall entitle the holder to purchase one common share of the company at an exercise price of five cents for a period of 24 months following the closing of the offering.

The gross proceeds of the CMETC FT units will be used to finance further exploration programs on, but not limited to, the Buchan's-Mary March property claims, incurring expenditures that will qualify as Canadian Exploration Expenses and flow-through critical mineral mining expenditures as those terms are defined in the Income Tax Act (Canada), which will be renounced to the purchasers of the CMETC FT shares with an effective date no later than Dec. 31, 2024.

The gross proceeds of the FT units will be used to finance further exploration programs on, but not limited to, the Golden Baie property claims, incurring expenditures that will qualify as Canadian exploration expenses as defined in the Income Tax Act (Canada), which will be renounced to the purchasers of the FT shares with an effective date no later than Dec. 31, 2024.

The company will not pay any finders' fees in cash or securities in connection with the offering. The offering is subject to the receipt of all required regulatory approvals including the approval of the exchange. All securities issued and issuable pursuant to the offering will be subject to a hold period of four months and one day from the date of issuance.

Proposed management changes

Upon completion of the offering and subject to all required regulatory approvals, the company intends to appoint Juan Carlos Giron Jr. as president and chief executive officer of the company. Current president and CEO Robert Bruggeman is retiring, but will remain as a director of the company and assist with the transition of his role. Mr. Giron is an entrepreneur and executive with approximately 15 years of experience in capital markets, finance, and commercial and strategic development. He most previously served as executive vice-president, strategy and capital markets, at a Canadian-listed mining technology company and as president and CFO of a U.S.-listed mining company operating in Nevada. Prior to focusing on the natural resources sector, Mr. Giron spent 10 years in the UBS's international division, a world-leading provider of financial services, including investment banking and ultrahigh-net-worth wealth management.

In addition, the company announces the retirement of Jack Hurley as chief financial officer of the company. The company expresses its deep gratitude for Mr. Hurley's long tenure with the company and wishes him all the best in his retirement. Upon completion of the offering and subject to all regulatory approvals, the company intends to appoint Will Upshur as corporate secretary and CFO. Mr. Upshur is an ex-management consultant and seasoned executive with over 17 years of experience in business operations, natural resources, data analytics, national security, investor relations, strategy, market entry, corporate development and strategic partnerships.

He previously led corporate affairs and investor relations strategy at a natural resources start-up and built a boutique consulting practice in the mining sector. Mr. Upshur holds a master's degree in economics from The School of Advanced International Studies at The Johns Hopkins University (SAIS), and postgraduate certificates in corporate finance and accounting from Harvard University.

The lead order in the offering will come from funds controlled by J. Paul Austin III. In connection with the offering, Mr. Austin III will become a substantial strategic investor in Canstar. Upon completion of the offering and subject to all required regulatory approvals, the board of directors of the company has agreed to nominate Mr. Austin III as a director of the company. One of the current directors, Sam Leung, will step down from the board of directors such that the total number of directors will remain at five upon completion of the offering. The company expresses its most sincere appreciation for Mr. Leung's service to the company over the past five years and wishes him continued success as a leader in the natural resources sector. In addition, Mr. Austin III will receive the right to nominate an additional director of the company when specific conditions have been met.

About Canstar Resources Inc.

Canstar is focused on the discovery and development of economic mineral deposits in Newfoundland and Labrador, Canada. Canstar has a 100-per-cent interest in the Golden Baie project, a large claim package (61,150 hectares) with recently discovered, multiple outcropping gold occurrences on a major structural trend in south-central Newfoundland. The company also holds the Buchans-Mary March project and other mineral exploration properties in central Newfoundland. Canstar Resources is based in Toronto, Canada, and is listed on the TSX Venture Exchange under the symbol ROX and trades on the OTCPK under the symbol CSRNF.

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