Vancouver, BC, Canada, July 7, 2020 – Cascadero Copper Corporation ("Cascadero") is pleased to announce that it has obtained a loan of $200,000 (the “Loan”) from Mr. Lorne Harder, Chief Financial Officer, Corporate Secretary and a Director of Cascadero, through his wholly-owned company, Springhill Investments Ltd. (“Springhill”). The Loan is non-interest bearing, is payable at the end of one year, may be repaid at any time without penalty and is unsecured. Cascadero expects to use the Loan proceeds to primarily pay its arm’s length creditors and for general working capital.
As a condition of the Loan, Cascadero will, subject to TSX Venture Exchange acceptance, issue to Springhill 8,000,000 warrants, each warrant is exercisable for one common share of Cascadero at an exercise price of $0.025 per common share (the “Bonus Warrants”). The Bonus Warrants will expire one year from issuance. The Bonus Warrants will be subject to a hold period of four months and a day from the date of issuance. The issuance of the Bonus Warrants will be exempt from prospectus requirements based on the exemption set out under Section 2.5 of National Instrument 45-106 – Prospectus Exemptions as Mr. Harder is a director and executive officer of Cascadero.
Due to Mr. Harder’s relationship with Cascadero, the Loan transaction is deemed a related party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Loan is exempt from requiring a formal valuation and minority approval in accordance with, respectively, sections 5.5(b) and 5.7(a) as Cascadero is listed on the TSX Venture Exchange and the fair market value of the Loan transaction does not exceed 25% of Cascadero’s market capitalization. There is less than 21 days between the Loan and the filing date of the related material change report due to Cascadero’s need for the Loan proceeds to pay creditors.
For more information, contact:
Mr. Christopher Ecclestone
Phone: (604) 985-3327
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains forward-looking statements and information that are based on the beliefs of management and reflect Cascadero’s current expectations. When used in this news release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this news release includes information relating to the use of the Loan proceeds and the issuance of the Bonus Warrants. The forward-looking information is based on certain assumptions, which could change materially in the future. Such statements and information reflect the current view of Cascadero with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause Cascadero’s actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the risk that Cascadero is unable to obtain the Loan proceeds, use of the Loan proceeds will not be as expected, the Bonus Warrants may not be issued or on different terms. When relying on Cascadero’s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Cascadero has assumed a certain progression, which may not be realized. It has also assumed that the material factors referred to above will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF CASCADERO AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE CASCADERO MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.