Canadian Premium Sand Inc. (“CPS” or the “Company”) (TSXV: CPS) is pleased to provide an operational update and announce that it plans to conduct a non-brokered private placement.
Operational Update
On February 3, 2021, the Company announced a shift in the direction of the Company’s business strategy to focus on developing its high-quality Wanipigow silica sand deposit to support a sustainable flat glass manufacturing facility in the greater Winnipeg area. GlassGlobal GmbH a leading international glass consulting firm, was engaged to further refine its previous market research into both architectural and solar grade flat glass markets in North America. The Company has determined that the demand for low iron flat glass used for architectural and solar panel glass in North America is growing rapidly. Supply of low iron glass for these purposes will be challenged, with the greatest need for low iron solar glass (patterned low iron solar glass is currently installed in ~80% of solar panels manufactured).
With no current patterned solar glass manufacturing capacity in North America, the Company sees tremendous opportunity to utilize its wholly owned low iron, high silica purity sand resource to manufacture patterned low iron solar glass to supply North American solar panel manufacturers. In support of this initiative, the Company is continuing its work to refine capital and operating costs associated with construction and operation of a flat glass manufacturing facility in the greater Winnipeg area. We look forward to updating our shareholders on our progress and the economic viability of the project over the upcoming months.
Non-Brokered Private Placement
Canadian Premium Sand Inc. is pleased to announce that it plans to conduct a non-brokered private placement of 12 million common shares (the "Common Shares") at a price of $0.25 per Common Share for gross proceeds of $3 million (the “Offering”).
The net proceeds of the Offering will be used to fund the initial phase of the Front-End Engineering and Design for a glass manufacturing facility in the greater Winnipeg area, initiate permitting applications and other key activities to progress the business plan, as well as for general working capital purposes.
Certain directors and officers of the Company, as well as the Company’s two largest shareholders (collectively, the “Insiders”), have indicated that they intend to participate in the Offering. It is anticipated the Insiders will subscribe for at least 50% of the Offering.
Closing of the Offering is subject to the approval of the TSX Venture Exchange ("TSXV"). The Company anticipates closing the Offering as soon as practicable following TSXV approval and the Offering may close in one or more tranches. Finder's fees will be payable to non-insiders on a portion of the Offering in accordance with the policies of the TSXV.
The Common Shares issued under the Offering will be subject to a statutory hold period in Canada of four months and one day following the closing date of the Offering.
The Common Shares shall be distributed in applicable Canadian jurisdictions in reliance upon exemptions set forth in National Instrument 45-106 - Prospectus Exemptions.
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and accordingly may not be offered or sold within the United States or to “U.S. persons”, as such term is defined in Regulation S promulgated under the U.S. Securities Act (“U.S. Persons”), except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the Company’s securities to, or for the account of benefit of, persons in the United States or U.S. Persons.
The issuances of Common Shares to insiders pursuant to the Offering will also be considered related party transactions within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). CPS intends to rely on exemptions from the formal valuation and minority approval requirements in sections 5.5(c) and 5.7(b) of MI 61-101 in respect of such insider participation on the basis that neither the fair market value of the securities to be distributed in the Offering nor the consideration to be received for those securities, in so far as the Offering involves the Insiders, exceeds $2,500,000. Further details will be provided in the Company’s material change report to be filed on SEDAR. The Company expects to file a material change report in respect of the related party transaction less than 21 days prior to the closing of the Offering, which the Company deems reasonable in the circumstances so as to be able to avail itself of the proceeds of the Offering in an expeditious manner.
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.
Disclaimer for Forward-Looking Information
Certain statements in this press release related to the business prospects of the Company and the benefits to be derived from the Offering are forward-looking statements and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect",
About Canadian Premium Sand Inc.
The Company is evaluating the potential for sustainable manufacturing of high clarity flat glass through a Company owned facility in the greater Winnipeg area that utilizes the high-quality silica sand from its wholly-owned Wanipigow silica sand deposit. The Company is a reporting issuer in Ontario, Alberta and British Columbia. Its shares trade on the TSXV under the symbol "CPS".
"believe" or "continue", or the negative thereof or similar variations. Forward-looking statements in this news release include statements involving the size of the Offering, use of net proceeds under the Offering, the expected participation of insiders in the Offering, the anticipated closing and closing time of the Offering, the receipt of TSXV approval for the Offering and statements regarding the Company's business plan and the timing thereof. Such statements are qualified in their entirety by the inherent risks and uncertainties in manufacturing and mining industry in general and such other factors outlined in the Company's continuous disclosure documents available on SEDAR at www.sedar.com, which are beyond the control of the Company. Such forward-looking statements should therefore be construed in light of such factors, and the Company is not under any obligation, 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 in accordance with applicable securities laws.
