Not for Distribution in the United States or dissemination through a U.S. newswire service
August 2, 2018 – Vancouver, BC – Cipher Resources Inc. (the “Company”) (TSX-V: CIFR) intends to issue 6,010,000 units (each, a “Unit”) at a price of $0.10 per Unit to raise proceeds of C$601,000 through a non-brokered private placement (the “Financing”).
Each Unit consists of one common share of the Company (each, a “Share”) and one Share purchase warrant (each, a “Warrant”). One Warrant entitles the holder thereof to purchase one Share of the Company at a price of $0.15 per Share for a period of three years from the closing of the Financing. The Shares issued in connection with the Financing will be subject to a four-month and a day hold period. The Company has regulatory approval to close the Financing. Finder’s fees will be payable on a portion of the Financing.
The Company intends to use the net proceeds of the Financing for working capital and ongoing project evaluation expenses.
Certain insiders of the Company (the “Purchasing Insiders”) are expected to purchase Units pursuant to the Financing. Pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), a purchase by the Purchasing Insiders would be a “related party transaction”. The Company is exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the Financing in reliance on sections 5.5(a) and 5.7(a), respectively, of MI 61-101, as neither the fair market value of the securities received by such parties nor the proceeds for such securities received by the Company exceeds 25% of the Company’s market capitalization as calculated in accordance with MI 61-101.
CIPHER RESOURCES INC.
President and Chief Executive Officer
For further information, contact Elena Tanzola at 778.386.0662 or email@example.com.
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.