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Core Assets Corp
Symbol CC
Shares Issued 55,709,701
Close 2022-01-20 C$ 0.48
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Core Assets closes $1.59-million private placement

2022-01-21 09:49 ET - News Release

Mr. Nicholas Rodway reports

CORE ASSETS CLOSES OVERSUBSCRIBED PRIVATE PLACEMENT OF $1,597,860 LED BY CRESCAT

Core Assets Corp. has completed its previously announced non-brokered private placement, as described in its news release of Dec. 29, 2021, pursuant to which it issued an aggregate of 6,657,752 units at a price of 24 cents per unit for gross proceeds of $1,597,860.48.

Each unit comprises one common share in the capital of the company and one transferable share purchase warrant. Each warrant entitles the holder thereof to purchase one additional share for a period of two years from the closing date at an exercise price of 39 cents per warrant share.

In connection with the offering, Crescat Portfolio Management LLC and certain accounts managed by Crescat collectively made an strategic investment in the company of approximately $1,275,000. Contemporaneous to and as consideration for the Crescat investment, the company granted Crescat a right to participate in future financings of the company so as to allow Crescat to maintain its current equity stake. The participation right terminates on the earlier of: (i) the date that is five years from the date of grant of the participation right, and (ii) the date on which Crescat's ownership of shares falls below 5 per cent of the then outstanding shares on a non-diluted basis.

All securities issued in connection with the offering are subject to a four-month hold as required under applicable securities laws as well as an 18-month voluntary hold from the closing date split up into three releases of one-third of the securities issued in connection with the offering every six months from the closing date.

The proceeds of the offering are anticipated to be used for further exploration programs at the company's Blue property and for general working capital purposes. Insiders of the company may participate in the offering. Cash finder's fees of $4,100.64 were paid to eligible finders in connection with the offering.

Andrew Carne and Sean Charland, directors of the company, and Jody Bellefleur, the chief financial officer of the company, were issued 20,800 units, 85,000 units and 25,000 units respectively under the offering. Accordingly, each of Messrs. Carne's and Charland's and Ms. Bellefleur's subscriptions constituted a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The issuance to the insiders was exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in section 5.5(b) as the company's shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101 in that the fair market value of the consideration of the securities issued to the related parties did not exceed 25 per cent of the company's market capitalization.

About Core Assets Corp.

Core Assets is a Canadian mineral exploration company focused on the acquisition and development of mineral projects in British Columbia, Canada. The company currently holds 100-per-cent title ownership in the Blue property, which covers a land area of approximately 108,337 hectares (approximately 1,083 square kilometres). The project lies within the Atlin mining district, a well-known gold mining camp locate in the unceded territory of the Taku River Tlingit First Nation. The Blue property hosts a structural feature known as the Llewellyn fault zone (LFZ). This structure is approximately 140 km in length and runs from the Tally-Ho shear zone in the Yukon, south through the property to the Alaskan Panhandle Juneau ice sheet in the United States. Core Assets believes that the south Atlin Lake area and the LFZ has been neglected since the last major exploration campaigns in the 1980s. The LFZ plays an important role in mineralization of near surface metal occurrences across the property. The past 50 years have seen substantial advancements in the understanding of porphyry, skarn and carbonate replacement type deposits both globally and in B.C.'s Golden Triangle. The company has leveraged this information at the Blue property to tailor an already proven exploration model and believes this could facilitate a discovery. Core Assets is excited to become one of the Atlin mining district's premiere explorers, where its team believes there are substantial opportunities for new discoveries and development in the area.

We seek Safe Harbor.

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