Not for Distribution in the United States or dissemination through a U.S. newswire service
May 11, 2018 – Vancouver, BC – Cipher Resources Inc. (the “Company”) (TSX-V: CIFR) is pleased to announce, further to its press release dated January 29, 2018, it has closed the first tranche (the “First Tranche”) of its previously-announced non-brokered private placement offering (the “Offering”). The Company issued an aggregate of 21,587,000 units (the “Units”) at a price of $0.10 per Unit for gross proceeds of $2,158,700.
Each Unit consists of one common share (each, a “Common Share”) of the Company and one common share purchase warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.15 per Common Share until May 11, 2021.
In connection with the First Tranche, the Company paid to certain eligible persons (the “Finders”) a cash commission totaling $184,370 and issued an aggregate of 330,000 broker warrants (the “Broker Warrants”) to such Finders. Each Broker Warrant entitles the holder thereof to acquire one Common Share of the Company at a price of $0.15 until May 11, 2021.
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 (including the Broker Warrants and securities issued upon exercise of the Broker Warrants) will be subject to a hold period of four months plus one day from the date of issuance.
The Company would also like to announce, at this time, that Mr. Douglas McFaul has resigned from the board of directors. The Company would like to thank Mr. McFaul for his service and wish him the best in his future business endeavours.
Mr. Paul Mainwaring will be replacing Mr. McFaul on the board of directors of the Company, subject to the approval of the TSX Venture Exchange. Mr Mainwaring is a Vice President at Endeavour Financial and has over fifteen years’ experience in corporate finance. During the last eleven years, whilst at Endeavour, Mr Mainwaring has focused on financings in the natural resources sector including project, corporate and debt capital markets; commodity-linked and equity-linked financings; and mergers and acquisitions. Mr Mainwaring has extensive experience in cash flow modeling, financial analysis, valuation, debt advisory, deal structuring and the negotiation, documentation and execution of transactions. Prior to joining Endeavour Mr Mainwaring worked for PricewaterhouseCoopers in their Valuation & Strategy department. Mr Mainwaring is a CFA charter holder and has a MEng (Hons) in Chemical Engineering from the University of Birmingham, England. Mr Mainwaring is based in London, England.
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.