Casa Minerals Inc. Announces up to $4 Million Non-Brokered Private Placement

Casa Minerals Inc. (TSXV: CASA) (OTCQB: CASXF) (FSE: 0CM) (the “Company” or “Casa”) announces that the Company proposes to raise gross proceeds of up to $4M (the “Financing“) by issuing up to:

• 25,000,000 units in a flow-through private placement at a price of $0.10 per unit (a “FT Unit“) for gross proceeds of up to $2,500,000. Each FT Unit will consist of one flow-through common share and one-half of a non flow-through common share purchase warrant (a “Warrant“), exercisable to purchase one additional non flow-through common share at a price of $0.15 for a period of twenty-four (24) months from the date of issuance; and
• 21,428,571 units in a non-flow-through private placement at a price of $0.07 per unit (a “Unit“) for gross proceeds of up to $1,500,000. Each Unit will consist of one common share and one common share purchase Warrant, with each Warrant exercisable to purchase one additional common share at an exercise price of $0.125 for a period of twenty-four (24) months from the date of issuance.

The Company can elect to accelerate the expiry of the Warrants in the event that the volume-weighted average trading price of its common shares on a stock exchange equals or exceeds $0.20 for five (5) consecutive trading days, in which case the Warrants will expire thirty (30) days after the date that the Company provides written notice of acceleration by way of the issuance of a press release announcing the same.

There will be insider participation in the Financing. Finders’ fees may be paid on a portion of the Financing, subject to the acceptance of the Exchange.

The proceeds from the issuance of the FT Units will be used for “Canadian exploration expenses” and will qualify as “flow-through mining expenditures” (the “Qualifying Expenditures“), as defined in subsection 127(9) of the Income Tax Act (Canada). The Company intends to renounce the Qualifying Expenditures to subscribers of FT Units for the fiscal year ended December 31, 2027. The proceeds from the issuance of Units will be primarily used for exploration activities at the Company’s properties, as well as for general working capital purposes.

All securities issued in the Financing will be subject to a four-month hold period. The Financing is subject to the acceptance of the Exchange.

Certain directors of CASA may participate in the private placement. As insiders, the subscriptions of these parties will be considered to be a “related party transaction” within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 (“MI 61-101”). CASA intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(a) of MI 61-101 in respect of such insider participation.

This press release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements.

Cautionary Note Regarding Forward-Looking Statements

Certain statements contained in this news release constitute forward-looking statements within the meaning of Canadian securities legislation. All statements included herein, other than statements of historical fact, are forward-looking statements and include, without limitation, statements about the Offering, including expected insider participation; the receipt of regulatory and other approvals for the Offering; the use of net proceeds from the Offering; the ability of the Company to incur Canadian exploration expenses with the gross proceeds from the Offering; the expected closing of the Offering and the anticipated Closing Date; the Company’s future exploration activities; and general business and economic conditions. Often, but not always, these forward-looking statements can be identified by the use of words such as “estimate”, “estimates”, “estimated”, “potential”, “open”, “future”, “assumed”, “projected”, “used”, “detailed”, “has been”, “gain”, “upgraded”, “offset”, “limited”, “contained”, “reflecting”, “containing”, “remaining”, “to be”, “periodically”, or statements that events, “could” or “should” occur or be achieved and similar expressions, including negative variations.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any results, performance or achievements expressed or implied by forward-looking statements. Such uncertainties and factors include, among others, whether stock exchange approval to the Offering will be obtained and the Offering will be completed on the terms described herein or at all; changes in general economic conditions and financial markets; the Company or any joint venture partner not having the financial ability to meet its exploration and development goals; risks associated with the results of exploration and development activities, estimation of mineral resources and the geology, grade and continuity of mineral deposits; unanticipated costs and expenses; and such other risks detailed from time to time in the Company’s quarterly and annual filings with securities regulators and available under the Company’s profile on SEDAR+ at www.sedarplus.ca. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended.

Forward-looking statements contained herein are based on the assumptions, beliefs, expectations and opinions of management, including but not limited to: that stock exchange approval to the Offering will be obtained and that the Offering will be completed as planned; that the Company’s stated goals and planned exploration activities at its properties will be achieved; that there will be no material adverse change affecting the Company, its properties or its securities; assumptions about future prices of gold and other metal prices; and such other assumptions as set out herein. Forward-looking statements are made as of the date hereof and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by law. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, investors should not place undue reliance on forward-looking statements.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/313641