March 7, 2016
Eureka Announces $400,000 Financing
NOT FOR DISSEMINATION IN THE UNITED STATES OR TO UNITED STATES NEWSWIRE SERVICES
Vancouver, British Columbia, – March 7, 2016 – Eureka Resources Inc. (“Eureka” or the “Company”) (TSXV: EUK) announced today that it plans to raise up to $400,000 by way of a non-brokered private placement (the “Offering”).
The private placement will be comprised of a minimum of 2,666,667 units at $0.075 per unit for gross proceeds of $200,000 and a maximum of 5,333,333 units at $0.075 per unit for gross proceeds of up to $400,000. Each unit will be comprised of one common share and one share purchase warrant entitling the holder to acquire an additional common share at $0.125 per share for two years from closing.
The proceeds from private placement will be used for acquisition and exploration costs on the Company’s Gemini Lithium Project, for costs of the offering and for working capital as detailed below:
Use of Proceeds
Costs of the Offering:
Legal and filing
Exploration and evaluation costs
Finder’s fees of 7% cash and 7% finder’s warrants may be payable on certain subscriptions. The finder’s warrants will entitle the holder to acquire units with the same terms as the private placement units.
All share purchase warrants issued under the Offering, including those issued as finder’s fees, will be subject to an acceleration clause which will cause the warrants, if unexercised, to expire on the date which is 30 days after the date that the volume weighted average trading price of the Company’s common shares on the TSX Venture Exchange exceeds $0.25 per share over a period of 10 consecutive trading days.
All securities issued in the Offering will be subject to a four‐month hold period, during which time the securities may not be traded. The securities described herein have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States unless registered under the Act or unless an exemption from registration is available. The Offering is subject to regulatory approval.
How to participate in the Offering
To participate in the Offering, qualifying shareholders and accredited investors must complete the subscription agreement and return the completed subscription agreement along with a certified cheque or bank draft for the total purchase price payable to Eureka Resources Inc., at Suite 1100-1111 Melville Street, Vancouver, B.C., V6E 3V6. A subscription agreement may be obtained by contacting the Company directly at (604) 449-2273 or by e-mailing firstname.lastname@example.org. Participation is subject to available space and is at the discretion of the Company. Shareholders and interested investors are encouraged to return completed subscription agreements promptly using commercial couriers or priority post.
About the Offering
The Offering will be completed to accredited investors pursuant to National Instrument 45-106 and to existing shareholders pursuant to B.C. Instrument 45-534. The offering of securities pursuant to B.C. Instrument 45-534 is being made to existing shareholders who held shares of the Company on Friday March 4, 2016.
Any person who becomes a shareholder after the record date is not permitted to participate in the Offering using the existing shareholder exemption but other exemptions may still be available to them. Shareholders who became shareholders after the record date should consult their professional advisers when completing their subscription agreement to ensure that they use the correct exemption.
About the Gemini Lithium Project
Eureka entered into an interim agreement with Nevada Sunrise Gold Corporation (“Nevada Sunrise”) (TSXV: NEV), which gives it the right to acquire a 50% participating interest in the Gemini Lithium Project (“Gemini”) located in the western Lida Valley, Nevada. Gemini hosts two sub-basins that have the potential for lithium-bearing brines similar to the proven lithium brine deposits located in the Clayton Valley. Lithium occurs in economic quantities within brines in the Clayton Valley where the only producing lithium mine in North America is located. Gemini is situated in a similar geologic environment and is 40 kilometres southeast of the Clayton Valley.
A time domain electromagnetic (“TDEM”) survey over Gemini West and Gemini East has detected conductive zones within the sub-basins defined by recent gravity surveys. The results gained from the TDEM survey are interpreted to be conductive brines at depth located well below the non-conductive alluvium (sediments) at surface. A conductive layer 150–250 metres deep appears to cover most of Gemini West and Gemini East, and several isolated strong conductive zones were interpreted at depths from 400 to 600 metres. On completion of more detailed TDEM surveys, drilling into the conductive zones within the sub-basin for lithium-bearing brines is recommended as the next step of exploration.
John R. Kerr, P. Eng., is the Company’s designated Qualified Person for this news release within the meaning of National Instrument 43-101 and has reviewed and approved the technical information contained in this news release.
Further information on Eureka can be found on the Company’s website at www.eurekaresourcesinc.com and at www.sedar.com, or by contacting Michael Sweatman, President and CEO, or Bob Ferguson by email at email@example.com or by telephone at (604) 449-2273.
FORWARD LOOKING STATEMENTS
All statements in this release, other than statements of historical fact, are “forward-looking information” with respect to Eureka Resources Inc. (“Eureka”) within the meaning of applicable Canadian securities laws, including statements that address future mineral production, reserve potential, exploration drilling, the future price of lithium, potential quantity and/or grade of minerals, potential size of a mineralized zone, potential expansion of mineralization, the timing and results of future resource estimates, or other study, proposed exploration and development of our exploration properties and the estimation of mineral resources. Forward-looking information is often, but not always, identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “project”, “predict”, “potential”, “targeting”, “intends”, “believe”, “potential”, and similar expressions, or describes a “goal”, or variation of such words and phrases or state that certain actions, events or results “may”, “should”, “could”, “would”, “might” or “will” be taken, occur or be achieved. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievement of Eureka to differ materially from those anticipated in such forward-looking information.
Such factors include, among others, risks related to the interpretation and actual results of historical exploration at the Gemini property, reliance on technical information provided by third parties on any of our exploration properties, including access to historical information on the Gemini property, current exploration and development activities; changes in project parameters as plans continue to be refined; current economic conditions; future prices of commodities; possible variations in grade or recovery rates; failure of equipment or processes to operate as anticipated; the failure of contracted parties to perform; labor disputes and other risks of the mining industry; delays in obtaining governmental approvals, financing or in the completion of exploration, as well as those factors discussed in the section entitled “Risk Factors” in the Company’s Management Discussion and Analysis for the Year Ended October 31, 2015, which is available under Company’s SEDAR profile at www.sedar.com.
Although Eureka has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Eureka disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise. Accordingly, readers should not place undue reliance on forward-looking information. Forward-looking statements are made as of the date hereof and accordingly are subject to change after such date. Except as otherwise indicated by Eureka, these statements do not reflect the potential impact of any non-recurring or other special items or of any dispositions, monetizations, mergers, acquisitions, other business combinations or other transactions that may be announced or that may occur after the date hereof. Forward-looking statements are provided for the purpose of providing information about management’s current expectations and plans and allowing investors and others to get a better understanding of our operating environment. Eureka does not undertake to update any forward-looking statements that are included in this document, except as required by applicable securities laws.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of TSX Venture Exchange) accepts responsibility for the adequacy of accuracy of this release.
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