Vancouver, British Columbia – March 6, 2017 – Cameo Resources Corp. (TSX Venture: CRU) (OTC: SIDNF) (the “Company”) is pleased to announce it intends to undertake a private placement financing of up to 4,000,000 units (each a “Unit”) at a price of $0.25 per Unit for gross proceeds of up to $1,000,000. Each Unit will consist of one common share in the capital of the Company (each, a “Share”) and one share purchase warrant (each, a “Warrant”), and each Warrant will entitle the holder to purchase one additional Share at a price of $0.75 per Share for a period of three years from closing of the financing. Proceeds of the financing are anticipated to be used for general working capital.
The Company is also pleased to announce that it intends to issue 1,700,000 Shares at a deemed price of $0.25 per Share in settlement of outstanding debt in the amount of $425,000 to two arm’s length creditors. The Company anticipates that the financing and the shares for debt transaction will close concurrently.
All securities issued in the financing and shares for debt transaction will be subject to a statutory hold period expiring four months and one day after closing of each. Completion of the financing and the shares for debt transaction is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals, including approval of the TSX Venture Exchange.
None of the securities issued in the financing will be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.
On behalf of the Board of Directors,
CAMEO RESOURCES CORP.
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This press release contains forward-looking statements. Forward-looking statements are projections and are subject to various risks and uncertainties. Forward-looking statements in this press release include those concerning the Company’s intent to undertake a private placement financing and shares for debt transaction, the amount and timing of those transactions and the approval of such transactions by the regulatory authorities (including the TSX Venture Exchange), and the anticipated use of the proceeds of the financing. There are numerous risks and uncertainties that could cause actual results and the Company’s plans and objectives to differ materially from those expressed in the forward-looking information, including: (i) adverse market conditions; (ii) risks inherent in the mineral exploration industry in general or otherwise disclosed in the Company’s periodic disclosure documents filed on SEDAR; and (iii) the possibility that the TSX Venture Exchange or other regulator withholds approval of the private placement. Actual results and future events could differ materially from those anticipated in such information. These forward-looking statements are based on estimates and opinions of management which management believes were reasonable on the dates made and are expressly qualified in their entirety by this notice. Except as required by law, the Company. does not intend to update these forward-looking statements.
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.