New Dimension Upsizes Previously Announced Private Placement
TSX-V: NDR
PRESS RELEASE #18‐02
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
New Dimension Upsizes Previously Announced Private Placement
February 26th, 2018 – Vancouver, BC ‐ New Dimension Resources Ltd. (TSXV: NDR) (the “Company” or “New Dimension”) is pleased to announce that it has increased the size of its previously announced non‐ brokered private placement to aggregate gross proceeds of C$3,825,000 upon the issuance of 34,772,727 common shares of the Company (“Common Shares”) at a price of C$0.11 per Common Share (the “Private Placement”).
Prior to the closing of the Private Placement, the Company intends to consolidate its Common Shares on the basis of one (1) post‐consolidated share for every 2.5 pre‐consolidation shares, subject to TSX Venture Exchange (“TSXV”) approval. Investors subscribing for Common Shares in the Private Placement will receive post‐consolidated shares.
Proceeds from the Private Placement will be used for exploration and business development activities
| focused on advancing the Company’s interests in the | Santa Cruz Projects in Argentina, each of which is |
|---|---|
| described in the news release dated February 20, 2018 | . |
It is furthermore anticipated that insiders of New Dimension will also participate in the Private Placement on the same terms and conditions as arm’s length subscribers. New Dimension may pay commissions and finders’ fees in connection with the financing.
Approvals
The Private Placement is subject to certain conditions, including receipt of all necessary consents and regulatory approvals, including the approval of the TSXV. All securities issued under the Private Placement will be subject to a hold period of four months from the date of issuance of the securities. Closing of the Private Placement is scheduled to occur on or about March 29, 2018, subject to applicable regulatory and other approvals, including approval of the TSXV.
Trading in the shares of New Dimension is halted at present. It is unlikely that the Company's shares will resume trading until the Company’s previously disclosed acquisitions are completed.
On Behalf of the Board of New Dimension Resources Ltd.
“Fred G. Hewett”
___________________________ Fred G. Hewett, P.Eng.
President & CEO
About New Dimension Resources Ltd.:
New Dimension is engaged in the acquisition, exploration and development of quality mineral resource properties throughout the Americas with a precious metal focus. The Company currently holds an option on the Savant Lake (Ontario) and an interest in the Domain (Manitoba) gold properties in Canada, and upon closing of the transaction described in the release dated February 20, 2018, will hold a 100% interest in three Advanced Gold‐Silver Projects, in Santa Cruz, Argentina.
New Dimension Contacts
Fred Hewett,+1 604‐563‐4807 Eric Roth, +569‐8818‐1243 Karen Davies, +1 604‐314‐6270 Email: [email protected]
Cautionary Notes and Forward‐looking Statements
This news release may contain forward looking statements which are not historical facts, such as statements of belief of similarity of geological characteristics or features, statements of unverified drilling and sampling results and expectations of receipt of permits and plans for future work. Forward looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to, unexpected geological factors, exploration results, results of verification work and unanticipated regulatory obstacles. See New Dimension’s filings for a more detailed discussion of factors that may impact expected results.
This news release contains forward‐looking information within the meaning of applicable securities legislation. Forward‐looking information is typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. Such statements include, without limitation, statements regarding the future results of operations, performance and achievements of New Dimension, including trading of the Company’s shares and receipt of all necessary regulatory and third‐party approvals required in connection with the Private Placement. Although the Company believes that such statements are reasonable, it can give no assurances that such expectations will prove to be correct. All such forward‐ looking information is based on certain assumptions and analyses made by New Dimension in light of their experience and perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. This information, however, is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward‐looking information. Important factors that could cause actual results to differ from this forward‐looking information include those described under the heading "Risks and Uncertainties" in New Dimension s most recently filed MD&A. New Dimension does not intend, and expressly disclaims any obligation to, update or revise the forward‐looking information contained in this news release, except as required by law. Readers are cautioned not to place undue reliance on forward‐looking information.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities to be offered in the Private Placement have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States or to, or for the benefit or account of, a person in the United States, except pursuant to an available exemption from such registration requirements.
Suite 960 – 789 West Pender St., Vancouver, BC Canada V6C 1H2 [email protected] +1 604-563-4807 www.newdimensionresources.com