CST: 27/09/2016 12:15:37   

Canadian Orebodies Announces Recapitalization and Private Placement

266 Days ago

TORONTO, ONTARIO--(Marketwired - Jan 4, 2016) - Canadian Orebodies Inc. (the "Company") is pleased to announce that it has completed a recapitalization (the "Recapitalization") through the closing of a non-brokered private placement, the conversion of the Company's outstanding loan to common shares, and the conversion of management's accrued salaries to common shares.

The Company closed a non-brokered private placement to raise $702,500 through the sale of common shares of the Company (each, a "Common Share"). In total, the Company issued 35,125,000 Common Shares at $0.02 per share and paid cash finders' fees to eligible finders in the aggregate amount of $35,175 of the gross proceeds.

Concurrent with the closing of the private placement, the Company repaid the full amount of the related party loan outstanding to 695202 Ontario Inc., a company controlled by a relative of Gordon McKinnon, the Company's Chief Executive Officer, through the issuance of 11,651,784 Common Shares at $0.02 per share valued at $233,035. In addition, the Company's management converted $84,225 of accrued salary that was payable to 4,211,281 Common Shares at $0.02 per share. As a result of these transactions, the Company has 83,912,124 common shares outstanding.

The Company intends to complete an additional non-brokered private placement (the "Private Placement") of up to 40,000,000 Common Shares at a price of $0.02 per share for gross proceeds of up to $800,000.

The proceeds of the Private Placement will be used to pursue royalty investments (as previously described in the Company's press release dated November 17, 2015) and for general working capital purposes.

The Recapitalization and Private Placement are subject to all necessary regulatory approvals. The securities issued pursuant to the Recapitalization, and contemplated to be issued pursuant to the Private Placement, will be subject to a hold period expiring four months and one day from the date of issuance in accordance with applicable Canadian securities law.

The issuances of common shares to insiders pursuant to the Recapitalization are considered related party transactions within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company intends to rely on exemptions from the formal valuation and minority approval requirements in sections 5.5(b) and (c) and 5.7(1)(b) of MI 61-101 in respect of such insider participation.

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and accordingly may not be offered or sold within the United States or to "U.S. persons", as such term is defined in Regulation S promulgated under the U.S. Securities Act ("U.S. Persons"), except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the Company's securities to, or for the account of benefit of, persons in the United States or U.S. Persons.

For more information or interest in the private placement:
Canadian Orebodies Inc.
Gordon McKinnon, President & CEO
(416) 644-1747
gmckinnon@canadianorebodies.com
www.canadianorebodies.com