ROHSTOFF INTERNATIONAL

17:00 | 12.12.2017
Carrie Arran Resources Announces Proposed Private Placement With Insider Participation

TORONTO, ONTARIO–(Marketwired – Dec. 12, 2017) – Carrie Arran Resources Inc. (the “Corporation”) is pleased to announce a proposed non-brokered private placement (the “Private Placement”) of up to 3,500,000 units (“Units”) at $0.05 per Unit for gross proceeds of up to $175,000 or such other amount as may result. Each Unit is comprised of one common share and one-half common share purchase warrant. Each full warrant entitles the holder to subscribe for one additional common share at an exercise price of $0.05 at any time prior to five years from the date of issuance.

The following officers and directors of the Corporation (collectively, the “Insiders”) are expected to participate in the Private Placement for an aggregate of 800,000 common shares through the purchase of 800,000 Units representing 10.0% of the Corporation’s issued and outstanding Common Shares following closing of the Private Placement:

Name and No. of Common No. of Common No. of Common
Position with Shares held Shares issued Shares held
the (and %) prior to under the Private (and % ) following
Corporation Private Placement Placement (and %) completion of Private
Placement

John McBride 826,500 400,000 1,226,500
Director and (18.3%) (11.4%) (15.3%)
Officer

Thomas Pladsen 671,206 400,000 1,071,206
Director (14.8%) (11.4%) (13.3%)

Total: 1,497,706 800,000 2,297,706
(33.1%) (22.9%) (28.6%)

The cash proceeds received by the Corporation from the sale of the Units will be used for the costs and fees associated with this Private Placement and for general corporate overhead expenses including repaying current debt. The balance sheet of the Corporation will be improved which the Corporation anticipates will facilitate future financings or other transactions.

All of the securities to be issued pursuant to this Private Placement will be subject to a four month hold period.

The Private Placement, in part, will be a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) as Insiders are purchasing Common Shares. A formal valuation is not required under MI 61-101 because the Corporation is not listed on any of the stock exchanges specified in MI 61-101. Minority shareholder approval is also not required because the Corporation is relying upon the financial hardship exemption.

As at July 31, 2017, the Corporation’s working capital deficiency was $172,129. The Corporation’s working capital deficiency is expected to reduce substantially. The Corporation anticipates that improvements to the Corporation’s working capital deficiency will facilitate future financings or other transactions. At a duly constituted board meeting of the Corporation, all directors in attendance determined that the Corporation was in serious financial difficulty, the Private Placement would improve its financial position and the terms of the Private Placement were reasonable in the circumstances. Two directors proposed to participate in the Private Placement and, having declared and disclosed their interest, did not vote on the matter. The sole independent director in attendance arrived at the same conclusions and approved the Private Placement.

Given the critical timing set forth above, and the uncertainty as to whether Insiders would participate in the Private Placement, and to what extent, and the demands of creditors, the Corporation has not had the opportunity to announce this related party transaction 21 days in advance of closing. Closing is anticipated to occur on or about December 15, 2017.

This news release may contain or refer to forward-looking information. All information other than statements of historical fact that address activities, events or developments that the Corporation believes, expects or anticipates will or may occur in the future are forward-looking statements, including statements regarding the proposed financing, use of proceeds or future financings. This forward-looking information is subject to a variety of risks and uncertainties beyond the Corporation’s ability to control or predict that may cause actual events or results to differ materially from those described in such forward-looking information. Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Corporation disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. Although the Corporation believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be placed on this forward-looking information due to the inherent uncertainty thereof.

Neither IIROC nor any stock exchange or other securities regulatory authority accepts responsibility for the adequacy or accuracy of this release.

FOR FURTHER INFORMATION PLEASE CONTACT:
John McBride
Chief Executive Officer
416-577-8829
johndmcb@gmail.com


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