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Crown Mining Corp.

TSXV Exchange | Aug 6, 2020, 9:11 PM EDT | Real-time price

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Crown Mining Announces Changes to Its Previously Proposed Non-Brokered Private Placement

Toronto, Ontario--(Newsfile Corp. - April 1, 2020) - Crown Mining Corporation (TSXV: CWM) ("Crown" or the "Company") announces it has revised the terms and amount of its previously announced non-brokered private placement (See press release date February 20, 2020). Subject to regulatory approval, the Company intends to complete a non-brokered private placement (the "Offering") for aggregate gross proceeds of up to $200,000. The Offering will be comprised of up to 8,000,000 Units ("Units") at a price of $0.025 per Unit. Each Unit will consist of one common share and one full common share purchase warrant (a "Warrant"), with each Warrant being exercisable at $0.05 for three years after closing subject to an acceleration clause. The Offering is being made subject to the grant of a discretionary waiver of the TSX Venture Exchange's ("TSXV") minimum $0.05 pricing requirement (the "Waiver"). The Offering is subject to a minimum $150,000 aggregate subscriptions. Subject to certain limitations discussed below, the Offering is open to all existing shareholders of the Company as well as pursuant to other available prospectus exemptions. The Offering is subject to TSXV final acceptance.

Assuming the Offering is fully subscribed, the Company intends to allocate the proceeds as follows: approximately $5,000 for current liabilities, $125,000 to keep its exploration properties in good standing for the next twelve months, $40,000 for general and administration expenses and $30,000 for general working capital purposes. The Company has not previously raised any amount under the $500,000 maximum discretionary waiver of the TSXV.

Although the Company intends to use the proceeds of the Offering as described above, the actual allocation of net proceeds may vary from the uses set forth above, depending on future operations or unforeseen events or opportunities. If the Offering is not fully subscribed, the Company will apply the proceeds of the Offering to the above uses in priority and in such proportions as the board of directors of the Company determine is in the best interests of the Company.

Depending on demand and regulatory requirements, a portion of the Offering may be made in accordance with the provisions of the existing shareholder exemption (the "Existing Shareholder Exemption") pursuant to OSC Rule 45-501. In addition to conducting the Offering pursuant to the Existing Shareholder Exemption, the Offering will also be conducted among close personal friends and business associates of directors and officers of the Company.

The Company has set April 3, 2020 as the record date (the "Record Date") for the purpose of determining shareholders entitled to purchase Units. The aggregate acquisition cost to a subscriber under the Existing Shareholder Exemption cannot exceed $15,000 unless the subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment.

If subscriptions received for the Offering based on all available exemptions exceed the Offering amount of $200,000, subscriptions will be accepted at the discretion of the Company up to a maximum under the maximum discretionary waiver of $500,000 or on a pro rata basis, such that it is possible that a subscription received from a shareholder may not be accepted by the Company if the Offering is over-subscribed. In accordance with the Existing Shareholder Exemption, the Company confirms there is no material fact or material change related to the Company which has not been generally disclosed.

Existing shareholders of the Company are directed to contact the Company for further information concerning subscriptions for Shares pursuant to the Existing Shareholder Exemption, as follows:

Contact person: Stephen Dunn
Telephone: 416-361-2827
Email: info@crownminingcorp.com

Closing of the Offering is anticipated to occur on or before April 20, 2020, and is subject to receipt of acceptance by the TSX Venture Exchange. All securities issuable will be subject to a four-month hold period following the closing of the Offering. A finder's fee of cash may be paid to eligible finders with respect to any portion of the Offering that is not subscribed by existing shareholders.

About Crown Mining Corp.

Crown controls approximately 15 square miles of patented and unpatented federal mining claims in the Light's Creek Copper District in Plumas County, NE California; essentially, the entire District. The District contains substantial copper (silver) sulfide and copper oxide resources in three deposits - Moonlight, Superior and Engels, as well as several partially tested and untested exploration targets.

The Superior and Engels Mines operated from about 1915-1930 producing over 161 million pounds of copper from over 4 million tons of rock containing 2.2% copper with silver and gold credits.

The Moonlight Deposit was discovered and drilled by Placer Amex during the 1960's. Details of the resources on Crown's property and the parameters used to calculate them can be found in the "Technical Report and Preliminary Economic Assessment for the Moonlight Deposit, Moonlight-Superior Copper Project, California, USA" dated April 12, 2018 on both the company's website at www.crownminingcorp.com or on www.sedar.com under the Crown Mining Corp profile.

Mr. George Cole is the Qualified Person pursuant to NI 43-101 responsible for the technical information contained in this news release, and he has reviewed and approved this news release.

For Further Information Contact:

Mr. Stephen Dunn, President, CEO and Director, Crown Mining Corporation (416) 361-2827 or email info@crownminingcorp.com.

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

This press release contains forward-looking statements within the meaning of applicable Canadian and U.S. securities laws and regulations, including statements regarding the future activities of the Company. Forward-looking statements reflect the current beliefs and expectations of management and are identified by the use of words including "will", "anticipates", "expected to", "plans", "planned" and other similar words. Actual results may differ significantly. The achievement of the results expressed in forward-looking statements is subject to a number of risks, including those described in the Company's management discussion and analysis as filed with the Canadian securities regulatory authorities which are available at www.sedar.com. Investors are cautioned not to place undue reliance upon forward-looking statements.

This news release shall not constitute an offer to sell or solicitation of an offer to buy the securities in any jurisdiction. The common shares will not be and have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/54044

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