NOT FOR DISTRIBUTION OR DISSEMINATION INTO THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES
Vancouver, B.C., June 28, 2023. American Potash Corp. KCL-CSE (the “Company") is pleased to announce that it has closed its previously announced non-brokered private placement (the “Private Placement”). The Company has issued 20,000,000 units (the “Units”) pursuant to the Private Placement at a price of $0.05 per Unit for total gross proceeds of $1,000,000. Each Unit consists of one common share (a “Common Share”) and one-half of one transferable Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant is exercisable into one additional Common Share at an exercise price of $0.10 until June 28, 2026.
The Company has paid a 6% finder’s fee to Haywood Securities Inc. (“Haywood”) and Canaccord Genuity Corp. (“Canaccord”) in connection with proceeds raised by the Company from investors introduced to the Company by each of Haywood and Canaccord, consisting of cash amounts of $46,800 and $6,000, respectively, and non-transferable broker warrants (each a "Broker's Warrant") in the amounts of 936,000 and 120,000, respectively. Each Broker’s Warrant has the same terms as the Warrants. All securities issued pursuant to the Private Placement are subject to a statutory hold period of four months, expiring on October 28, 2023.
An insider of the Company has subscribed for Units pursuant to the Private Placement. The issuance of the Units to the insider pursuant to the Private Placement (the “Insider Participation”) will be considered to be a related party transaction within the meaning of Multilateral Instrument 61-101 (“MI 61-101”). The Company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(b) and 5.7(1)(a) of MI 61-101 in respect of the Insider Participation.
The Company intends to use the net proceeds of the private placement for exploration work and permitting on its properties, and for working capital.
On behalf of the Board of Directors
Jonathan George, President and CEO
Neither the OTCQX nor the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statements Regarding Forward Looking Information
This news release contains “forward-looking statements”, within the meaning of the United States Private Securities Litigation Reform Act of 1995 or forward looking information within the meaning of applicable Canadian securities legislation, concerning the business, operations and financial performance and condition of the Company. Forward-looking statements include, but are not limited to, statements with respect to the proposed use of proceeds of the Private Placement and the Company's intention to source new acquisitions. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking statements 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 or implied by such forward-looking statements, including but not limited to: management's discretion to reallocate the proceeds of the Private Placement, management's ability to source new acquisitions, actual results of current exploration activities and future prices of metals, as well as those factors discussed in the Company's securities filings. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forwardlooking statements, 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. The Company does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.