April 16, 2018 – Vancouver, BC – Ceylon Graphite Corp. (“Ceylon Graphite or the “Company”) (TSX-V: CYL) (OTC: CYLYF) (FSE: CCY) is pleased to announce that it intends to complete a non-brokered private placement offering (“Offering”) of units (“Units”), at a purchase price of CDN$1.00 per Unit for aggregate gross proceeds of CDN$2,000,000. Each Unit will be comprised of CDN$1.00 in principal amount of convertible debentures (“Convertible Debenture”) and two common share purchase warrants (each warrant a “Warrant”). Each Convertible Debenture shall be unsecured, bear interest at the rate of 6% per annum, calculated and payable three years from the date of closing (“Maturity”). The principal amount of the Convertible Debentures will be convertible at the holder’s option into fully-paid common shares in the capital of the Company at any time prior to Maturity, at a conversion price of CDN$0.25 per share, provided however, such conversion shall occur in minimum tranches of CDN$50,000. Each Warrant shall entitle the holder to purchase one common share in the capital of the Company at a price of CDN$0.25 per share for a period of three years from the date of closing, subject to acceleration in the event that the volume weighted average trading price of the Company’s common shares on the TSXV (or such other exchange or quotation system) is greater than or equal to CDN$0.50 for a period of twenty consecutive days.
All of the securities issued in connection with the proposed Offering are subject to a hold period of four months and one day.
Jacob Securities Holdings Inc., a company controlled by Sasha Jacob, and current control person of the Company, has agreed to subscribe to up to CDN$1,000,000 worth of Units in the Offering.
Ceylon Graphite will use the net proceeds of the Offering to continue its current exploration program and for working capital purposes. The Offering is subject to certain conditions including normal regulatory approvals, including the approval of the TSX Venture Exchange. The Closing Date of the Offering is anticipated to occur on or about April 30, 2018.
About Ceylon Graphite Corp.
Ceylon Graphite Corp is a public company listed on the TSX Venture Exchange (CYL:TSX-V), that is in the business of exploring for and development of graphite mines in Sri Lanka. The Government of Sri Lanka has granted the company exploration rights in a land package of over 120km². These exploration grids (each one square kilometer in area) cover areas of historic graphite production from the early twentieth century and represent a majority of the known graphite occurrences in Sri Lanka. Graphite mined in Sri Lanka is known to be some of the purest in the world, and currently accounts for less than 1% of the world graphite production.
Forward-Looking Information
This press release contains forward-looking information based on current expectations. Statements about the acquisition or disposition of securities of the Company by the Acquiror, among other things, are all forward-looking information. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding looking wording such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, estimates, forecasts, projections and other forward looking statements will not occur. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, and other factors, many of which are beyond the control of the Company. Risk factors that could cause actual results or outcomes to differ materially from the results expressed or implied by forward-looking information include, among other things: changes in laws, general economic and business conditions; and changes in the regulatory regime. The final exchange bulletin will not be issued if the Exchange determines that the Company has not met the conditions set out in the Exchange’s conditional approval letter. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information or for a copy of the early warning report filed with the relevant Canadian Securities regulators in conjunction with this news release please contact Optimal Energy B.V., Attention: Jody Lenihan at 949.677.2299.
These forward-looking statements are made as of the date hereof and, except as required under applicable securities legislation, the Company does not assume any obligation to update or revise them to reflect new events or circumstances. All of the forward-looking statements made in this press release are qualified by these cautionary statements and by those made in our filings with SEDAR in Canada (available at www.sedar.com).
Further information regarding the Company is available at www.ceylongraphite.com
Bharat Parashar, Chairman & Chief Executive Officer
Corporate Communications
(604) 559-8051
