Core Assets Announces Corporate Changes and Private Placement

Rhea-AI Summary

Core Assets Corp. (CCOOF) has announced significant corporate changes and a private placement offering. The company plans to consolidate its shares on a 10:1 basis, reducing outstanding shares from 127,105,689 to approximately 12,710,569. Additionally, the company will change its name to "Core Silver Corp." while maintaining its "CC" trading symbol. The company is launching a non-brokered private placement to raise up to $1,798,700 through three types of units: non-flow-through units at $0.20, flow-through units at $0.25, and charity flow-through units at $0.33. Each unit includes one share and one warrant exercisable at $0.30 for three years. The offering is expected to close around June 19, 2025, with proceeds from flow-through units designated for exploration at the Blue Property in British Columbia.

Positive

• Share consolidation could improve stock marketability and attract institutional investors
• Private placement will raise up to $1.79M for exploration and working capital
• Flow-through structure provides tax benefits for Canadian investors
• Three-year warrants at $0.30 provide potential upside opportunity

Negative

• Share consolidation will reduce the number of outstanding shares by 90%
• Significant dilution from the private placement
• One-year contractual lock-up period for certain units may reduce liquidity
• Additional dilution possible from warrant exercises

VANCOUVER, BC / ACCESS Newswire / May 27, 2025 / Core Assets Corp., ("Core Assets" or the "Company") (CSE:CC)(FSE:5RJ)(OTC.QB:CCOOF) announces that it intends to undergo a share consolidation, name change and non-brokered private placement offering of non-Flow Through, flow-Through and charity flow-through units.

The Company plans to consolidate the common shares of the Company (the "Shares" and each, a "Share") on the basis of ten (10) pre-consolidated Shares for one (1) post-consolidated Share (the "Consolidation"). In connection with the Consolidation, the Company's name will be changed to "Core Silver Corp." (the "Name Change") and, subject to approval of the Canadian Securities Exchange (the "CSE"), the symbol under which the Shares trade will remain "CC". The CUSIP number and effective date of the Consolidation will be provided in a subsequent release.

Currently, a total of 127,105,689 common shares are issued and outstanding. Accordingly, upon the Consolidation becoming effective, a total of 12,710,569 Shares, subject to adjustments for rounding, will be issued and outstanding. There is no maximum number of authorized Shares.

Subsequent to the Consolidation becoming effective, the Company intends to undertake a non-brokered private placement financing for aggregate gross proceeds of up to $1,798,700 (the "Offering"). The Offering will consist of a combination of: (i) up to 1,410,000 non-flow-through units (each, a "Unit") at a price of $0.20 per Unit; (ii) up to 800,000 flow-through units (each, a "FT Unit") at a price of $0.25 per FT Unit; and (iii) up to 3,990,000 charity flow-through units (each, a "Charity FT Unit") at a price of $0.33 per Charity FT Unit. The Offering is expected to close on or about June 19, 2025, or such other earlier or later date as may be determined by the Company.

Each Unit will be comprised of one Share and one share purchase warrant (each, a "Warrant"). Each Warrant shall entitle the holder to acquire one additional Share in the capital of the Company at a price of $0.30 per Share for a period of three (3) years from the date of issuance. Each FT Unit will be comprised of one flow-through common share to be issued as a "flow-through share" within the meaning of the Income Tax Act (Canada) (each, a "FT Share") and one Warrant. Each Warrant shall entitle the holder to acquire one Share at a price of $0.30 per Share for a period of (3) years from the date of issuance. Each Charity FT Unit will be comprised of one flow-through common share to be issued as a "flow-through share" within the meaning of the Income Tax Act (Canada) (each, a "Charity FT Share") and one Warrant. Each Warrant shall entitle the holder to acquire one Share at a price of $0.30 per Share for a period of three (3) years from the date of issuance.

All securities issued in connection with the Offering will be issued pursuant to one or more prospectus exemptions available to the Company, and will be subject to a statutory hold period of four months and one day from the date of issuance as required under applicable securities laws. In addition, it is expected that the subscribers to the Unit and FT Unit portion of the Offering will enter into an agreement with the Company whereby the Shares, FT Shares and any Shares issuable upon exercise of the Warrants will be subject to a contractual hold period of one (1) year from the date of issuance.

Closing of the Offering will be subject to customary closing conditions including applicable CSE approval.

The Company may pay finder's fees in connection with the Offering to eligible arm's length finders in accordance with CSE policies and applicable securities laws.

The gross proceeds from the issuance of the FT Units and Charity FT Units will be used by the Company to incur eligible "Canadian exploration expenses" that will qualify as "flow-through mining expenditures" as such terms are defined in the Income Tax Act (Canada) (the "Qualifying Expenditures") related to the Company's Blue Property located in British Columbia, Canada on or before May 31, 2027. All Qualifying Expenditures will be renounced in favour of the subscribers on or before February 28, 2028. The gross proceeds from the issuance of the Units will be used for general working capital purposes.

None of the securities sold in connection with the Offering will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Core Assets Corp.

Core Assets Corp. is a Canadian mineral exploration company focused on the acquisition and development of mineral projects in British Columbia, Canada. The Company currently holds 100% ownership in the Blue Property, which covers a land area of 114,074 hectares (~1,140 km²). The Property lies within the Atlin Mining District, a well-known gold mining camp located in the unceded territory of the Taku River Tlingit First Nation and the Carcross/Tagish First Nation. The Blue Property hosts a major structural feature known as The Llewellyn Fault Zone ("LFZ"). This structure is approximately 140km in length and runs from the Tally-Ho Shear Zone in the Yukon, south through the Blue Property to the Alaskan Panhandle Juneau Ice Sheet in the United States. Core Assets believes that the south Atlin Lake area and the LFZ has been neglected since the last major exploration campaigns in the 1980's. The LFZ plays an important role in mineralization of near surface metal occurrences across the Blue Property. The past 50 years have seen substantial advancements in the understanding of porphyry, skarn, and carbonate replacement type deposits both globally and in BC's Golden Triangle. The Company has leveraged this information at the Blue Property to tailor an already proven exploration model and believes this could facilitate a major discovery. Core Assets is excited to become one of the Atlin Mining District's premier explorers where its team believes there are substantial opportunities for new discoveries and development in the area.

On Behalf of the Board of Directors
CORE ASSETS CORP.

"Nicholas Rodway"

President & CEO
Tel: 604.681.1568

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

FORWARD LOOKING STATEMENTS

Statements in this document which are not purely historical are forward-looking statements, including any statements regarding beliefs, plans, expectations, or intentions regarding the future. Forward looking statements in this news release include statements regarding the Consolidation, name change and the Offering, the use of proceeds of the Offering, the expectation that the Company will incur "Canadian exploration expenses" that will qualify as "flow-through mining expenditures" and renounce all Qualifying Expenditures; , that the Company's exploration model could facilitate a major discovery at the Blue Property; that the Company anticipates it can become one of the Atlin Mining District's premier explorers and that there are substantial opportunities for new discoveries and development in this area. It is important to note that the Company's actual business outcomes and exploration results could differ materially from those in such forward-looking statements. Risks and uncertainties include that the Company may not complete the Offering on the terms set out herein, or at all; that the Company may not receive regulatory approval for the Consolidation, name change or Offering, that the Company may be unable to incur the Qualifying Expenditures that the Company's exploration model may fail to facilitate any commercial discovery of minerals at the Blue Property; that the Company may not become one of Atlin Mining District's premier explorers or that the area may be found to lack opportunities for new discoveries and development, as anticipated; that further permits may not be granted in a timely manner, or at all; that the mineral claims may prove to be unworthy of further expenditure; there may not be an economic mineral resource; that certain exploration methods, including the Company's proposed exploration model for the Blue Property, may be ineffective or inadequate in the circumstances; that economic, competitive, governmental, geopolitical, environmental and technological factors may affect the Company's operations, markets, products and prices; our specific plans and timing drilling, field work and other plans may change; we may not have access to or be able to develop any minerals because of cost factors, type of terrain, or availability of equipment and technology; and we may also not raise sufficient funds to carry out or complete our plans. Additional risk factors are discussed in the section entitled "Risk Factors" in the Company's Management Discussion and Analysis for its recently completed fiscal period, which is available under the Company's SEDAR profile at www.sedar.com. Except as required by law, the Company will not update or revise these forward-looking statements after the date of this document or to revise them to reflect the occurrence of future unanticipated events.

SOURCE: Core Assets Corp.

View the original press release on ACCESS Newswire

FAQ

What is the share consolidation ratio for Core Assets (CCOOF) announced in May 2025?

Core Assets announced a 10:1 share consolidation, meaning every 10 pre-consolidated shares will be converted into 1 post-consolidated share.

How much is Core Assets (CCOOF) planning to raise in their 2025 private placement?

Core Assets plans to raise up to $1,798,700 through a combination of non-flow-through units at $0.20, flow-through units at $0.25, and charity flow-through units at $0.33.

What is Core Assets' new name following the 2025 corporate changes?

Core Assets will change its name to 'Core Silver Corp.' while maintaining its 'CC' trading symbol on the CSE.

What are the terms of the warrants in Core Assets' 2025 private placement?

Each warrant entitles holders to purchase one additional share at $0.30 per share for a period of three years from the date of issuance.

How will Core Assets use the proceeds from the 2025 flow-through units?

Proceeds from the flow-through units will be used for eligible Canadian exploration expenses at the company's Blue Property in British Columbia.