Not for Distribution in the United States or dissemination through a U.S. newswire service
June 1, 2018 – Vancouver, BC – Cipher Resources Inc. (the “Company”) (TSX-V: CIFR) is pleased to announce, further to its press releases dated January 29, 2018, and May 11, 2018, that it has extended the duration and increased the size of its previously-announced non-brokered private placement offering (the “Offering”).
The Offering will continue to consist of the issuance of units of the Company (each, a “Unit”) at a price of $0.10 per Unit, with each Unit consisting of one common share (each, a “Common Share”) of the Company and one common share purchase warrant (each, a “Warrant”). Each Warrant will continue to be exercisable into one common share (each, a “Warrant Share”) at a price of $0.15 per Warrant Share, for a period of 36 months following the closing date of the Offering.
The Company announced on January 29, 2018, that the Offering intended to issue 35,000,000 Units for total gross proceeds of $3,500,000. The Company closed the first tranche of the Offering on May 11, 2018, whereby the Company issued an aggregate of 21,587,000 Units for gross proceeds of $2,158,700.
The Company anticipates that the second tranche of the Offering will close shortly with an additional issuance of approximately 20,192,000 Units resulting in additional gross proceeds of $2,192,000, for a total issuance of 41,779,000 Units resulting in total gross proceeds of $4,177,900.
The Company intends to use the net proceeds of the Offering for working capital and ongoing project evaluation expenses.
Pursuant to Canadian securities laws, any securities issued in the Offering will continue to be subject toa hold period of four months plus one day from the date of issuance.
CIPHER RESOURCES INC.
President and Chief Executive Officer
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 news release.
The securities offered have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined under the U.S. Securities Act) absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
This news release contains certain forward-looking information and forward-looking statements within the meaning of applicable securities legislation (collectively “forward-looking statements”). Certain information contained herein constitutes “forward-looking information” under Canadian securities legislation. Generally, forward-looking information can be identified by the use of forwardlooking terminology such as “expects”, “believes”, “aims to”, “plans to” or “intends to” or variations of such words and phrases or statements that certain actions, events or results “will” occur. Such statements include, without limitation, statements regarding the excepted listing of the Warrants and the use of proceeds. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed by such forwardlooking statements or forward-looking information, including the business of the Company, the speculative nature of mineral exploration and development, fluctuating commodity prices, competitive risks, and delay, inability to complete a financing or failure to receive regulatory approvals. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forwardlooking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward looking information. The Company does not undertake to update any forward-looking statements or forwardlooking information that are incorporated by reference herein, except as required by applicable securities laws.