Fort. St. James Nickel Announces Private Placement
FOR IMMEDIATE RELEASE TSX-V: FTJ
Fort. St. James Nickel Announces Private Placement
Vancouver, British Columbia – April 17, 2015 – Fort St. James Nickel Corp. (the “Company”) announces that it intends to raise up to $40,000 by way of a non-brokered private placement (the “Offering”) of units (“Units”) at a price of $0.01 per Unit pursuant to a discretionary waiver of the $0.05 minimum pricing requirement granted by the TSX Venture Exchange (the “Exchange”). Subject to certain limitations discussed below, the Offering is open to all existing shareholders of the Company as well as other investors pursuant to other available prospectus exemptions. The Offering is subject to Exchange final acceptance.
The Offering
The offering is 4,000,000 Units for gross proceeds of $40,000. The Offering is not subject to any minimum aggregate subscription. Each Unit will consist of one common share in the capital of the Company and one share purchase warrant (a “Warrant”). Each Warrant will entitle the holder to purchase one Company common share for a period of five years from the date of issuance at a price of $0.05 per share.
The proceeds of the Offering will be used by the Company future working capital. No portion of the Offering proceeds will be used to pay to any related parties. No portion of the Offering proceeds will be used to pay management fees or salaries. Assuming the entire $40,000 Offering is sold, working capital expenditures will consist approximately of the following: (i) transfer agent fees ($6,750); (ii) accounts payable ($3,000); (iii) regulatory fees ($6,000); and (iv) unallocated working capital for general operating expenses (office rent, telephone, website, insurance) ($24,250).
Unless unforeseen events or opportunities arise, the use of proceeds from the Offering will be used as described above. In the event that less than the full $40,000 Offering is subscribed for, the amount retained as unallocated working capital will be decreased accordingly.
All securities issued in connection with the Offering will be subject to a four month hold period in accordance with applicable securities laws.
Existing Shareholder Exemption
Depending on demand and regulatory requirements, a portion of the Offering may be made in accordance with the provisions of the existing shareholder exemption (the "Existing Shareholder Exemption") contained in Multilateral CSA Notice 45-313 and BC Instrument 45-354 and the various corresponding blanket orders and rules of participating jurisdictions (the Existing Shareholder Exemption is not available in Ontario or Newfoundland and Labrador and existing shareholders resident in countries other than Canada need to meet the applicable eligibility requirements, if any, in their jurisdiction of residence to participate). In addition to conducting the Offering pursuant to the Existing Shareholder Exemption, the Offering will also be conducted and close personal friends and business associates of directors and officers of the Company.
The Company has set April 16, 2015 as the record date (the "Record Date") for the purpose of determining existing shareholders entitled to purchase Shares pursuant to the Existing Shareholder Exemption. Subscribers purchasing Shares under the Existing Shareholder Exemption will need to represent in writing that they meet certain requirements of the Existing Shareholder Exemption, including that they were, as of the Record Date and continue to be as of the date of closing for their subscription, a shareholder of the Company. The aggregate acquisition cost to a subscriber under the Existing Shareholder Exemption cannot exceed $15,000 (1,500,000 Shares) unless that subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment.
Unless the Company determines to increase the gross proceeds of the Offering and receives Exchange approval for such increase, if subscriptions received for the Offering based on all available exemptions exceed the maximum Offering amount of $40,000, Units will be allocated pro rata amongst all subscribers qualifying under all available exemptions.
Existing shareholders of the Company are directed to contact the Company for further information concerning subscriptions for Shares pursuant to the Existing Shareholder Exemption, as follows:
Contact Person: Murray Swales Email: [email protected]
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities issued, or to be issued, under the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
ON BEHALF OF THE BOARD
(signed) “M.L. Swales”
Murray L. Swales Chief Executive Officer
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Except as required pursuant to applicable securities laws, the Company will not update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by the Company.