Badger Capital Corp. Announces Non-Brokered Private Placement

Vancouver, British Columbia–(Newsfile Corp. – July 12, 2023) – Badger Capital Corp. (TSXV: YVR) (“Badger” or the “Company“) is pleased to announce that, as of July 11, 2023 it has completed a non‐brokered private placement (the “Financing“) pursuant to which it issued an aggregate of 1,000,000 common shares (each, a “Share“) at a price of $0.05 per Share for gross proceeds of $50,000.00 (the “Offering“).

The Company, which is a TSX Venture Exchange (the “Exchange“) capital pool company, intends to use the proceeds from the Financing to fund its search for an eligible Qualifying Transaction, as well as for general working capital.

Completion of the Financing is subject to final acceptance by the TSX Venture Exchange. All securities issued in connection with the Offering will be subject to a statutory hold period expiring four months and one day after closing of the Offering. None of the securities issued in the Offering will be registered under the United States Securities Act of 1933, as amended (the “1933 Act“), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This news release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.

ON BEHALF OF THE BOARD

“Neil Currie”

Neil Currie
President, Chief Executive Officer, Chief Financial
Officer, Corporate Secretary, Director and Promoter

For further information, please contact:

Neil Currie
Telephone: 604.569.2209
Email: neil@cem.ca

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

Cautionary Statements Regarding Forward-Looking Information

This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as “forward‐looking statements”, are not historical facts, are made as of the date of this news release and include without limitation, statements regarding the terms of the Offering, the anticipated use of proceeds of the Offering, the securities issuable under the Offering and the final acceptance of the Exchange. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive.

In making the forward-looking statements in this news release, the Company has applied certain material assumptions, including without limitation, that the Company will complete the Offering, use the proceeds of the Offering as currently anticipated and the Company will receive approval from the Exchange in connection with the Offering.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things, that the Company will not receive the required regulatory approvals or approval from the Exchange in connection with the Offering and that the Company will not use the proceeds of the Offering as currently anticipated.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/173365