EDMONTON, ALBERTA – February 15, 2017 -- Grizzly Discoveries Inc. (TSX-V: GZD; OTCPK: GZDIF; Frankfurt: G6H) ("Grizzly" or the "Company") is pleased to announce a private placement (the "Private Placement") of up to 5,000,000 non-flow-through units (the "Units") at a price of $0.05 per Unit, for gross proceeds of up to $250,000, and up to 4,500,000 flow-through units (the "FT Units") at a price of $0.07 per FT Unit, for gross proceeds of up to $315,000.
Each Unit is comprised of one common share in the capital of the Company (“Common Share”) and one Common Share purchase warrant with an exercise price of $0.075 per Common Share (“Unit Warrant”). Each FT Unit is comprised of one Common Share issued as a “flow-through” share pursuant to the Income Tax Act (Canada) (“FT Share”) and one Common Share purchase warrant with an exercise price of $0.10 per Common Share (“FT Unit Warrant”). Each of the Unit Warrants and FT Unit Warrants (collectively, the “Warrants”) will entitle the holder to acquire one additional Common Share at the corresponding exercise price, for a period of two years from the date the Units or FT Units are issued (the “Closing Date”) or, if during the exercise period of the warrants, but after the resale restrictions on the shares have expired, the Company's shares trade at or above a weighted average trading price of $0.12 per share on the TSX Venture Exchange for 10 consecutive trading days, the Company may accelerate the expiry time of the Warrants by issuing a news release and giving written notice to holders of Warrants stating that the Warrants will expire 30 days from the date of such notice (“Acceleration”).
If fully subscribed, the Private Placement will result in the sale and issuance of 9,500,000 Common Shares and 9,500,000 Warrants for aggregate gross proceeds of $565,000.
The Units and FT Units shall be sold to persons eligible pursuant to available prospectus and registration exemptions. A portion of the Units may be sold to eligible purchasers in accordance with the exemption set out in Alberta Rule 45-516 Prospectus Exemptions for Retail Investors and Existing Security Holders, or similar regulations in other jurisdictions, (the "Security Holder Exemption") pursuant to the terms and conditions of this news release and Alberta Rule 45-516. Grizzly shall make the pro-rata offer available to all persons in eligible jurisdictions who, as of the record date of February 14, 2017, held at least one Common Share . In accordance with the requirements of the Security Holder Exemption, the Company confirms there is no material fact or material change related to the Company which has not been generally disclosed.
The Private Placement securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "1933 Act"), or under any state securities laws, and may not be offered or sold, directly or indirectly, or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation to buy such securities in the United States.
In connection with the Private Placement, where permitted by applicable securities legislation, any Units or FT Units sold to purchasers referred to the Company by registered broker dealers, limited market dealers, or other eligible arm’s length persons (individually, a “Finder”) may result in a cash commission in an amount equal to 10% of the gross proceeds of the Units or FT Units sold to such referred purchasers, to be paid out of the gross proceeds of Units to the Finder at closing. As additional consideration, the Company may issue to the Finder Common Share purchase warrants (the “Finder Warrants”) entitling the Finder to purchase an additional number of Common Shares equal to 10% of the aggregate number of Units and FT Units sold by the Finder in the Private Placement on the same terms as the Warrants included in the respective Units or FT Units sold. Subject to regulatory approval, each Finder Warrant will be exercisable to acquire one common share at the corresponding exercise price of $0.075 or $0.10 for a period of 24 months after the Closing Date, subject to the Acceleration.
The gross proceeds received by the Company from the sale of the FT Shares included in the FT Units will be used to incur Canadian Exploration Expenses that are “flow-through mining expenditures” (as such terms are defined in the Income Tax Act (Canada)) on the Company’s properties in British Columbia, which expenses will be renounced to the subscribers with an effective date no later than December 31, 2017, in the aggregate amount of not less than the total amount of the gross proceeds raised from the sale of FT Shares. The price of the FT Units shall be allocated as $0.069 per FT Share and $0.001 per FT Unit Warrant, or such other allocation that is finally determined by agreement between the Company and the Canada Revenue Agency.
The gross proceeds on the sale of FT Units shall be expended on surface exploration leading to drilling of targets on the Ket 28, Motherlode and Dayton areas of the Company’s Greenwood Project in British Columbia. The net proceeds from the sale of the Units will be used for general corporate and working capital purposes. All Common Shares issued under the Private Placement and any Common Shares issuable upon exercise of Warrants or FT Unit Warrants will be subject to a four month hold period from the date of issue in accordance with applicable laws and regulations. The Private Placement is subject to acceptance of the TSX Venture Exchange.
About Grizzly Discoveries Inc.
Grizzly is a diversified Canadian mineral exploration company with its primary listing on the TSX Venture Exchange with 52.4 million shares issued, focused on developing significant Potash assets in Alberta and its precious metals properties in southeastern British Columbia. The Company holds over 235,000 acres of precious-base metal properties in British Columbia; more than 220,000 acres of properties which host diamondiferous kimberlites in the Buffalo Head Hills region of Alberta; and metallic and industrial mineral permits for potash totaling more than 143,000 acres along the Alberta-Saskatchewan border.
On behalf of the Board,
GRIZZLY DISCOVERIES INC.
Brian Testo
CEO, President
Tel: (780) 693-2242
For further information, please visit our website at www.grizzlydiscoveries.com or contact:
Nancy Massicotte, Investor Relations or Ian Lambert
IR PRO COMMUNICATIONS INC. COO, Grizzly Discoveries Inc.
Tel: 604-507-3377 Tel: 416-840-9843
Toll Free: 1-866-503-3377 Email:
Email:
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.
Caution concerning forward-looking information
This press release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities laws. This information and statements address future activities, events, plans, developments and projections. All statements, other than statements of historical fact, constitute forward-looking statements or forward-looking information. Such forward-looking information and statements are frequently identified by words such as "may," "will," "should," "anticipate," "plan," "expect," "believe," "estimate," "intend" and similar terminology, and reflect assumptions, estimates, opinions and analysis made by management of Grizzly in light of its experience, current conditions, expectations of future developments and other factors which it believes to be reasonable and relevant. Forward-looking information and statements involve known and unknown risks and uncertainties that may cause Grizzly's actual results, performance and achievements to differ materially from those expressed or implied by the forward-looking information and statements and accordingly, undue reliance should not be placed thereon.
Risks and uncertainties that may cause actual results to vary include but are not limited to the availability of financing; fluctuations in commodity prices; changes to and compliance with applicable laws and regulations, including environmental laws and obtaining requisite permits; political, economic and other risks; as well as other risks and uncertainties which are more fully described in our annual and quarterly Management's Discussion and Analysis and in other filings made by us with Canadian securities regulatory authorities and available at www.sedar.com. Grizzly disclaims any obligation to update or revise any forward-looking information or statements except as may be required by law.