|By Marketwired .||
|December 4, 2012 04:52 PM EST||
VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 12/04/12 -- Canada Strategic Metals Inc. ("the Company") (TSX VENTURE:CJC)(OTCBB:CJCFF)(FRANKFURT:YXEN) announces that it has engaged Marquest Capital Markets and Casimir Capital Ltd. (the "Agents") to conduct a brokered offering of securities of the Company (the "Offering") to raise gross proceeds of up to $3,000,000 through the sale of up to 12,500,000 flow-through units (the "FT Units") at a price of $0.16 per FT Unit and up to 8,000,000 non flow-through units (the "Units") at a price of $0.125 per Unit.
Each FT Unit will consist of one (1) flow-through common share and one-half (1/2) of one non-transferable share purchase warrant (the "FT Warrants"). Each full FT Warrant entitles its holder to purchase one non-flow through common share at a price of $0.30 per share for a period of twelve (12) months from the date of issue. Each Unit will consist of one (1) common share and one-half (1/2) of one non-transferable share purchase warrant (the "Warrants"). Each full Warrant entitles its holder to purchase one non-flow through common share at a price of $0.25 per share for a period of twelve (12) months from the date of issue.
In connection with the Offering, the Company will pay to the Agents a cash fee equal to 7% of the gross proceeds raised under the Offering through the sale of units to subscribers not on the president's list, and 2% of the gross proceeds raised under the Offering through the sale of units to subscribers on the president's list; and will also issue non-transferable warrants (the "Broker's Warrants") up to an amount equal to 5% of the total number of FT Units and Units sold under the Offering to subscribers not on the president's list and 2% of the of the total number of the FT Units and Units sold under the Offering to subscribers on the president's list. Each Broker's Warrant will entitle the Agents to purchase one common share at a price of $0.25 for a period of 12 months following the closing date.
Proceeds from the sale of FT Units will be used to advance the Company's portfolio of graphite projects located in Quebec, Canada; including an aggressive exploration program intended for 2013. Net proceeds from the sale of non flow-through Units will be used for general working capital.
All securities to be issued in connection with the Offering are subject to a hold period of four months and one day from the date of issuance. Closing of the Offering is conditional on the receipt of all regulatory approvals, including the approval of the TSX Venture Exchange.
About Canada Strategic Metals
Canada Strategic Metals is an emerging growth company focused on the exploration and development of its large portfolio of graphite projects located throughout Quebec. With management experience in green technology, Quebec exploration and development, and the junior resource sector, Canada Strategic Metals is well positioned to aggressively advance this promising portfolio for our shareholders.
On behalf of the Board,
Jean-Sebastien Lavallee, President & CEO
Cautionary Note Regarding Forward-Looking Statements: Certain disclosure in this release, including statements regarding the possible completion of a brokered private placement and the intended use of proceeds from the Offering may constitute "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and Canadian securities legislation. In making the forward-looking statements in this release, the Company has applied certain factors and assumptions that the Company believes are reasonable, including that the Company is able to obtain any required government or other regulatory approvals to complete the Company's planned private placement and exploration activities and that the Company is able to complete the Offering. However, the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such uncertainties and risks may include, among others, that the Offering will not complete, actual results of the Company's exploration activities being different than those expected by management, delays in obtaining or failure to obtain required government or other regulatory approvals or financing, inability to procure equipment and supplies in sufficient quantities and on a timely basis, equipment breakdown and bad weather. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.
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.
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