Norden Crown Announces Non-Brokered Equity Financing of up to $1,350,000, Including a Shares FOR Debt Component of $1,046,219.94, and Concurrent Share Consolidation
NEWS RELEASE
FEBRUARY 7, 2024 | VANCOUVER, BC
WWW.NORDENCROWNMETALS.COM TSXV:NOCR
NORDEN CROWN ANNOUNCES NON-BROKERED EQUITY FINANCING OF UP TO
$1,350,000, INCLUDING A SHARES FOR DEBT COMPONENT OF $1,046,219.94,
AND CONCURRENT SHARE CONSOLIDATION
Not for dissemination in the United States or for distribution to U.S. wire services
Vancouver, B.C., February 7, 2024. Norden Crown Metals Corp. (“Norden Crown” or the
“Company”) (TSXV:NOCR, OTC:NOCRF, Frankfurt:03E) is pleased to announce it intends to
complete a non-brokered private placement offering (the “Offering”) consisting of up to
45,000,000 units (“Units”) at a price of $0.03 per unit on a pre-consolidation basis (up to
4,500,000 Units at a price of $0.30 per unit on a post-consolidation basis). Each Unit will consist
of one common share and one non-transferrable common share purchase warrant (“Warrant”).
Each Warrant will be exercisable to purchase one common share of the Company at a price of
$0.06 on a pre-consolidation basis ($0.60 on a post-consolidation basis) for a period of 3 years
from the date of closing of the Offering. The aggregate gross proceeds of the Offering will be up
to $1,350,000.
Net proceeds of the Offering will be used to pay outstanding Company debt, and for working
capital and general corporate purposes.
The Offering is expected to close on or about February 22, 2024 (the “Closing Date ”) and is
subject to receipt of applicable regulatory approvals including acceptance by the TSX Venture
Exchange (the “ TSX-V”). The securities issued will be subject to a standard four month hold
period.
Proposed Share Consolidation
The Company also announces that it intends to complete a share consolidation on the basis of
ten existing common shares for one new consolidated common share (the “Consolidation”),
which the Company anticipates completing on the Closing Date. The Consolidation is subject to
acceptance by the TSX-V. In accordance with the Company's articles, the Consolidation may be
approved by the Company’s directors, and shareholder approval is not required. Currently, the
Company has 53,024,495 issued and outstanding common shares, and assuming no additional
common shares are issued prior to completion of the Consolidation (including under the
Offering), upon completion of the Consolidation , there will be 5,302,449 common shares
outstanding on a post -Consolidation basis. The Offering is being conducted on a pre -
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WWW.NORDENCROWNMETALS.COM TSXV:NOCR
Consolidation basis and, accordingly, in addition to such 5,302,449 common shares (assuming
completion of the Offering and the Consolidation), an additional 4,500,000 common shares will
have been issued under the Offering for an aggregate post -Consolidation total of 9,802,449
issued and outstanding common shares.
Shares for Debt
The Company proposes to enter into shares for debt agreements with various creditors to settle
an aggregate of $1, 046,219.94 of debt through the issuance of 34,873,998 pre-Consolidation
common shares of the Company at a deemed price of $0.03 per common share (the
"Transaction"), which aggregate debt amount includes $618,219.94 owed to 7 (seven) parties
who are (or were in the past) officers and/or directors of the Company.
The Transaction is being completed to settle amounts owed in respect of general operating
expenses, consulting, management, and directors’ fees incurred by the Company.
The Transaction is subject to TSX -V approval and all of the securities issued in connection with
the Transaction will be subject to a standard four month hold period.
The proposed issuances of securities to directors and officers of the Company pursuant to the
Transaction will each be considered a “rela ted party transaction” as defined in Multilateral
Instrument 61 -101 - Protection of Minority Security Holders in Special Transactions ( “MI 61 -
101”). The Company will rely upon exemptions from the valuation and minority shareholder
approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(e), respectively, with
respect to the issuances of securities to the directors and officers.
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 have not been and will not be registered under the
United States Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws and
may not be offered or sold within the United States or to, or for the account or benefit of, U.S.
persons (as defined in Regulation S under the 1933 Act) absent such registration or an applicable
exemption from such registration requirements.
About Norden Crown Metals Corp.
Norden Crown is a mineral exploration company focused on the acquisition of base metal and
precious metal mining projects in historical mining districts within safe and progressive mining
jurisdictions. The Company aims to discover new economic mineral deposits in known mining
districts that have seen little or no modern exploration. The Company is led by an experienced
management team and an accomplished technical team, with successful track records in
mineral discovery, mining development and financing.
On behalf of Norden Crown Metals Corp.
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WWW.NORDENCROWNMETALS.COM TSXV:NOCR
Patricio Varas, Chairman and CEO
For more information on Norden Crown, please visit the Company website at
www.nordencrownmetals.com or contact us at [email protected].
Neither 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
release.
Cautionary Note Regarding Forward-Looking Statements
This news release contains certain statements that may be deemed “forward‐looking statements”. Forward‐looking
statements are statements that are not historical facts and are generally, but not always, identified by the words
“expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions,
or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Forward-looking statements may
include, without limitation, statements relating to completion of the Offering and the Transaction on the terms
described herein or at all, the use of proceeds of the Offering, and the completion of the Consolidation on the terms
described herein or at all. Although Norden Crown believes the expectations expressed in such forward‐looking
statements are based on reasonable assumptions, such statements are not guarantees of future performance, are
subject to risks and uncertainties, and actual results or realities may differ materially from those in the forward‐
looking statements. Such material risks and uncertainties include, but are not limited to: the risk that the Company
cannot complete the Offering, the Transaction or the Consolidation on the terms described herein, on the timing
described herein or at all; the inability of the Company to obtain acceptance from the TSX Venture Exchange for the
Offering, the Transaction or the Consolidation; the proceeds of the Offering being used differently than as described
herein; competition within the industry; actual results of current exploration activities; environmental risks; changes
in project parameters as plans continue to be refined; future price of commodities; failure of equipment or processes
to operate as anticipated; accidents, and other risks of the mining industry; delays in obtaining approvals or
financing; risks related to indebtedness and the service of such indebtedness; as well as those factors, risks and
uncertainties identified and reported in the Company’s public filings under Norden Crown’s SEDAR profile at
www.sedar.com. Although Norden Crown has attempted to identify important factors that could cause actual
actions, events or results to differ materially from those described in forward-looking information, there may be
other factors that cause actions, events or results not to be as anticipated, estimated or intended. Accordingly,
readers should not place undue reliance on forward-looking statements. There can be no assurance that such
information will prove to be accurate as actual results and future events could differ materially from those
anticipated in such statements. Forward-looking statements are made as of the date hereof and, accordingly, are
subject to change after such date. Norden Crown disclaims any intention or obligation to update or revise any
forward-looking information, whether as a result of new information, future events or otherwise unless required by
law.