Carrie Arran Resources Inc.

January 11, 2018 15:38 ET

Carrie Arran Resources and Insiders Announce Closing of Private Placement With Insider Participation and Refiling of October 31, 2017 Financial Statements

TORONTO, ONTARIO--(Marketwired - Jan. 11, 2018) - Carrie Arran Resources Inc. (the "Corporation") and certain directors of the Corporation jointly announce the closing of a portion of a non-brokered private placement (the "Private Placement") of up to 3,500,000 units ("Units") at $0.05 per Unit for gross proceeds of up to $175,000. The Corporation issued 2,950,000 Units at $0.05 per Unit for gross proceeds of $147,500 with insider participation. The Corporation may close on an additional 550,000 Units for gross proceeds of $27,500 (or such lesser or greater number of Units and gross proceeds as the Corporation may determine). Each Unit is comprised of one common share and one-half common share purchase warrant. Each full warrant entitles the holder to subscribe for one additional common share at an exercise price of $0.05 at any time within five years from the date of issuance.

The following officers and directors of the Corporation (collectively, the "Insiders") participated in the Private Placement for an aggregate of 800,000 common shares through the purchase of 800,000 Units representing more than 10.0% of the Corporation's issued and outstanding Common Shares following closing of the Private Placement:

Name and Position with the Corporation No. of Common Shares held
(and %) prior to Private Placement
No. of Common Shares issued under the Private Placement (and %) No. of Common Shares held (and %) following completion of Private Placement No. of Common Shares held (and %) assuming exercise of all Insider warrants following completion of the Private Placement
John McBride 826,500 400,000 1,226,500 1,626,500
Director and Officer (18.3 %) (13.6 %) (16.4 %) (19.6 %)
Thomas Pladsen 671,206 400,000 1,071,206 1,471,206
Director (14.8 %) (13.6 %) (14.3 %) (17.8 %)
Total: 1,497,706 800,000 2,297,706 3,097,706
(33.1 %) (27.2 %) (30.7 %) (37.4 %)

The cash proceeds received by the Corporation from the sale of the Units will be used for the costs and fees associated with this Private Placement and for general corporate overhead expenses including repaying current debt. All of the securities to be issued pursuant to this Private Placement will be subject to a four month hold period.

All of the securities issued pursuant to this Private Placement will be subject to a four month hold period.

The Private Placement, in part, is a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as certain Insiders purchased Units. A formal valuation was not required under MI 61-101 because the Corporation is not listed on any of the stock exchanges specified in MI 61-101. Minority shareholder approval was also not required as the directors participating to the Private Placement declared and disclosed their interest and did not vote on the matter and the director who did not participate in the Private Placement approved the Private Placement.

Given the uncertainty as to which Insiders, if any, would participate in the Private Placement and, if so, to what extent, and the demands of creditors, the Corporation has not had the opportunity to announce this related party transaction 21 days in advance of closing.

The Corporation also announces the refiling of its unaudited condensed interim financial statements for the three months ended October 31, 2017 and 2016 which were filed on December 28, 2017 on SEDAR, as those statements contained an error on the condensed interim statements of equity. The corrected financial statements were refiled on January 10, 2017, with corrected figures on that page. The refiled unaudited condensed interim financial statements of the Corporation for the three months ended October 31, 2017 and 2016 include the loss for the three months ended October 31, 2016 on the condensed interim statements of equity; the previously filed unaudited condensed interim financial statements of the Corporation for the three months ended October 31, 2017 and 2016 did not include the loss for the three months ended October 31, 2016 on the condensed interim statements of equity.

This news release may contain or refer to forward-looking information. All information other than statements of historical fact that address activities, events or developments that the Corporation believes, expects or anticipates will or may occur in the future are forward-looking statements, including statements regarding the proposed financing, use of proceeds or future financings. This forward-looking information is subject to a variety of risks and uncertainties beyond the Corporation's ability to control or predict that may cause actual events or results to differ materially from those described in such forward-looking information. Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Corporation disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. Although the Corporation believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be placed on this forward-looking information due to the inherent uncertainty thereof.

Neither IIROC nor any stock exchange or other securities regulatory authority accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • For further information regarding the Private Placement, the
    Insider participation or the re-filing of interim financial
    statements, please contact:
    John McBride, Chief Executive Officer
    416-577-8829
    johndmcb@gmail.com