North Arrow Announces Non-Brokered C$3 Million Flow-Through and Non-Flow-Through Private Placement Financings
Suite 960 – 789 West Pender Street, Vancouver, BC, Canada V6C 1H2
Tel: 604 668 8355 / Fax: 604 336 4813
News Release
NORTH ARROW ANNOUNCES NON-BROKERED C$3 MILLION FLOW-THROUGH AND
NON-FLOW-THROUGH PRIVATE PLACEMENT FINANCINGS
May 28, 2018 Trading Symbol: TSXV: NAR #18-07
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
North Arrow Minerals Inc. (TSXV-NAR) (“North Arrow” or “the Company”) announces that it has arranged a non-brokered
private placement of flow-through common shares (the "Flow-Through Shares") at a price of $0.20 per Flow-Through Share
and, concurrently, a non-brokered private placement of non-flow-through units (the "Non-Flow-Through Units") at a price
of $0.17 per Non-Flow-Through Unit for combined total gross proceeds of approximately $3,000,000. Each N on-Flow-
Through Unit will consist of a single non-flow-through common share of the Company (a "Non-Flow-Through Share") and
one transferable non-flow-through common share purchase warrant (each a “Warrant”). Each Warrant will entitle the holder
to purchase one additional N on-Flow-Through Share at a price of $0.30 for a period of 24 months following the closing of
the private placement. If, commencing on the date that is four months after the date of issue of the Warrants, the closing price
of North Arrow's shares is at or above $0.40 for 10 or more consecutive trading days, the expiry date of the Warrants may be
accelerated to the date that is 30 trading days after the acceleration trigger date. It is anticipated that insiders of the Company
will participate in the private placement on the same terms and conditions as non-arm’s length subscribers.
Proceeds from the private placement will be used to advance North Arrow’s Canadian diamond projects including: i) the first
ever drilling program in July 2018 at the Mel Project, Nunavut, testing diamondiferous kimberlite discovered last year; ii) the
Loki Project, Northwest Territories where North Arrow recently discovered the first new kimberlite in the Lac de Gras region
in over five years; and iii) continuing evaluation of the Q1-4 diamondiferous kimberlite at the Naujaat Project, Nunavut.
The Company intends to use the gross proceeds from the Flow-Through Shares for “Canadian exploration expenses” (within
the meaning of the Income Tax Act (Canada)), with the Company using its best efforts to ensure that an amount equal to such
proceeds will be used to incur Canadian exploration expenses related to the Company’s exploration projects. The Company
will renounce such Canadian exploration expenses with an effective date of no later than December 31, 2018.
The Company may pay finders’ fees under the offering in accordance with applicable securities laws and the policies of the
TSX Venture Exchange. All securities issued in the private placement will be subject to a statutory four month hold period.
Closing of the private placement is subject to negotiation and execution of definitive documentation and receipt of all
regulatory approvals, including approval of the TSX Venture Exchange.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the Unit ed
States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended
(the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S.
Persons unless registered under the U.S. Securities Act and applicable state securities laws or a n exemption from such
registration is available.
About North Arrow Minerals
North Arrow is a Canadian based exploration company focused on the identification and evaluation of diamond exploration
opportunities in Canada. North Arrow’s management, board of directors and advisors have significant successful experience
in the global diamond industry. North Arrow has discovered and is evaluating kimberlite fields at the Mel (NU) and Pikoo
(SK) Projects, is evaluating a newly discovered kimberlite at the Loki Project (NWT) and has exposure to discovery drilling
at the LDG JV Project (NWT) with partner Dominion Diamonds. The Company’s most advanced diamond project is the large,
well located Q1-4 diamond deposit at the Naujaat Project (NU). The Company also maintains a 100% interest in the Hope
Bay Oro Gold Project (NU), located approximately 3 km north of TMAC Resources’ Doris Gold Mine. North Arrow’s
diamond exploration programs are conducted under the direction of Kenneth Armstrong, P.Geo. (ON), President and CEO of
North Arrow and a Qualified Person under NI 43-101. Mr. Armstrong has reviewed the contents of this press release.
North Arrow Minerals Inc.
/s/ “Kenneth A. Armstrong”
Kenneth Armstrong
President and CEO
For further information, please contact:
Ken Armstrong
Tel: 604-668-8355 or 604-668-8354
Website: www.northarrowminerals.com
Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility
for the adequacy or accuracy of this release.
This news release contains "forward- looking statements" including but not limited to statements with respect to North Arrow’s plans, the estimation of a
mineral resource and the success of exploration activities. Forward -looking statements, while based on management's best e stimates and assumptions, are
subject to risks and uncertainties that may cause actual results to be materially different from those expressed or implied by such forward-looking statements,
including but not limited to: risks related to the successful integration of acquisitions; risks related to general economic and market conditions; closing of
financing; the timing and content of upcoming work programs; actual results of proposed exploration activities; possible variations in mineral resources or
grade; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes, title disputes, claims and limitations on insurance
coverage and other risks of the mining industry; changes in national and local government regulation of mini ng operations, tax rules and regulations.
Although North Arrow has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking
statements, 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. North Arrow undertakes no obligation or responsibility to update forward -looking statements, except
as required by law.