Canadian Premium Sand Inc. ("CPS" or the "Company") (TSXV: CPS) is pleased to announce that it has closed its previously announced brokered and concurrent non-brokered private placements (the "Offerings"). Pursuant to the Offerings, the Company issued an aggregate of 32,100,000 units of the Company (each, a "Unit"”) at a price of $0.30 per Unit for gross proceeds to the Company of $9,630,000.
Each Unit consists of one common share of the Company (a "Common Share") and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.40 for a period of twenty-four (24) months following closing.
In the event that the 30-day volume weighted average trading price of the Common Shares on the TSX Venture Exchange is at or greater than $0.90 per Common Share, the Company may accelerate the expiry date of the Warrants by giving notice to the holders thereof, and in such case, the Warrants will expire on the 30th day after the date on which such notice is given by the Company.
Management and directors of CPS, as well as certain of the Company’s largest shareholders, including Paramount Resources Ltd. and David J. Wilson, subscribed for approximately 50% of the Offering, to maintain their current ownership position in the Company.
The net proceeds of the Offerings will be used to advance the Company’s vertically integrated patterned solar glass manufacturing facility to a shovel-ready state, such that it is ready to commence construction by Q1 2023.
Pursuant to the Offerings, a total of 32,100,000 Common Shares and 32,100,000 Warrants were issued to subscribers. In connection with the Offerings, the Company paid commissions and fees totaling $448,006.
The Offerings are subject to the final acceptance of the TSX Venture Exchange. The Common Shares were distributed in certain Canadian jurisdictions in reliance upon exemptions set forth in National Instrument 45-106 - Prospectus Exemptions. The Common Shares issued pursuant to the Offerings are subject to a statutory hold period expiring January 1, 2023.
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and accordingly may not be offered or sold within the United States or to “U.S. persons”, as such term is defined in Regulation S promulgated under the U.S. Securities Act (“U.S. Persons”), except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the Company’s securities to, or for the account of benefit of, persons in the United States or U.S. Persons.
The issuances of Common Shares to insiders pursuant to the Offerings will also be considered related party transactions within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). CPS relied on exemptions from the formal valuation and minority approval requirements in sections 5.5(c) and 5.7(b) of MI 61-101 in respect of such insider participation on the basis that neither the fair market value of the securities to be distributed in the Offerings nor the consideration to be received for those securities, in so far as the Offerings involved the Insiders, exceeded $2,500,000. Further details will be provided in the Company’s material change report to be filed on SEDAR.
