Norden Crown Announces Share Consolidation Effective Date and Updates to the Previously Announced Shares FOR Debt Transaction and Non-Brokered Equity Financing
NEWS RELEASE
May 8, 2024 | VANCOUVER, BC
WWW.NORDENCROWNMETALS.COM TSXV:NOCR
NORDEN CROWN ANNOUNCES SHARE CONSOLIDATION EFFECTIVE
DATE AND UPDATES TO THE PREVIOUSLY ANNOUNCED SHARES FOR
DEBT TRANSACTION AND NON-BROKERED EQUITY FINANCING
Not for dissemination in the United States or for distribution to U.S. wire services
Vancouver, B.C., May 8, 2024. Norden Crown Metals Corporation (“Norden Crown” or
the “Company”) (TSXV:NOCR, OTC:NOCRF, Frankfurt:03E) is pleased to announce that
it has received approval from the TSX Venture Exchange (the “TSXV”) to complete the
consolidation of the issued and outstanding common shares of the Company on the basis
of ten existing common shares for one new consolidated common share (the
“Consolidation”) and to complete its previously announced shares for debt transaction
(the “Shares for Debt Transaction”). The Company has determined not to proceed with
its previously announced non-brokered private placement (the “Private Placement”) at
this time.
Consolidation
Further to its news release of February 7, 2024, the Company has received TSXV
approval to complete the Consolidation. The Consolidation will be effective at market
open on May 10, 2024 (the “Effective Date”). The Company will not change its name as
part of the Consolidation but will issue new share certificates under a new CUSIP number.
The Company’s common shares will continue to trade on the TSXV under its current
symbol, “NOCR”.
Shares for Debt
Following TSXV’s acceptance of the Shares for Debt Transaction, the Company
announces that the final number of shares to be issued has been reduced to 30,111,286
pre-Consolidation common shares (the “Debt Shares”) to settle an aggregate of
$903,338.69 of debt owed by the Company to persons (the “ Creditors”) for certain past
services rendered and amounts advanced , as applicable, to the Company by the
Creditors.
The Debt Shares will be issued as of the Effective Date at a deemed price of $0.03 per
pre-Consolidation common share or $0.30 per post-Consolidation common share. All
securities issued under the Shares for Debt Transaction are subject to a four month hold
NEWS RELEASE
PAGE 2
WWW.NORDENCROWNMETALS.COM TSXV:NOCR
period from the date of issuance. The issuance of Debt Shares will facilitate an immediate
reduction in the aggregate amount of debt owed by the Company. No new Control Person
(as such term is defined in TSXV Policy 1.1) will be created as a result of the issuance of
the Debt Shares.
Private Placement
The Company also wishes to advise investors that due to unfavorable market conditions,
the Company will not be proceeding with the previously announced Private Placement at
this time.
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 Corporation
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 Corporation
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
NEWS RELEASE
PAGE 3
WWW.NORDENCROWNMETALS.COM TSXV:NOCR
include, without limitation, statements relating to completion of the Consolidation and the Shares for Debt
Transaction 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 Consolidation or the Shares for Debt Transaction on the terms described
herein, on the timing described herein or at all; 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.sedarplus.ca. 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.