Northisle Announces Closing of Priva Te Placement Financings FOR C$9.9 Million IN Proceeds
Northisle Copper and Gold Inc. | 1200 – 1166 Alberni St. | Vancouver, BC | V6E 3Z3
www.northisle.ca | [email protected]
1416-8360-8081.3
December 5, 2024
TSX Venture Exchange Symbol: NCX
NORTHISLE ANNOUNCES CLOSING OF PRIVA TE PLACEMENT FINANCINGS FOR C$9.9
MILLION IN PROCEEDS
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR
DISSEMINATION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES
Vancouver, B.C. – NorthIsle Copper and Gold Inc. (TSXV: NCX) (“ NorthIsle” or the “Company”) is pleased to announce
that it has closed the previously announced brokered private placement, including the full exercise of the over-allotment
option, for gross proceeds of approximately C$9.4 million (the “Brokered Offering”). The Brokered Offering consisted of
(i) 10,836,000 common shares of the Company that qualify as “flow-through shares” (within the meaning of subsection
66(15) of the Income Tax Act (Canada)) (the “Charity FT Shares”) issued at a price of $ 0.646 per Charity FT Share, (ii) and
6,352,300 common shares of the Company (the “ Non-CFT Shares”) issued at a price of $ 0.38 per Non-CFT Share (the
“Non-CFT Issue Price”). The Brokered Offering was conducted by a syndicate of agents led by Paradigm Capital Inc. as
lead agent and sole bookrunner on behalf of Agentis Capital Markets Limited Partnership as co -lead and a syndicate of
agents including Red Cloud Securities Inc. and Ventum Financial Corp. (the “ Agents”). The Agents received cash
commissions of $529,055.76 in respect of the Brokered Offering.
In connection with the Brokered Offering, the Company announces that it has also closed a non -brokered private
placement for gross proceeds of C$504,146 (the “Non-Brokered Offering” and together with the Brokered Offering, the
“Offering”). The Non -Brokered Offering consisted of 1,326,700 Non -CFT Shares issued at the Non -CFT Issue Price for
aggregate gross proceeds under the Offering of $9,918,076.
Sam Lee, President and CEO of Northisle stated, “We are very pleased to close this over-subscribed financing and head
into 2025 fully capitalized for our growth plans. We have once again achieved our funding goals of raising growth capital
with minimal dilution and adding fundamental institutional and cornerstone investors to our registrar. We have exceeded
our 2024 goals to date and are well positioned to have another successful year in 2025.”
2024 Execution and 2025 Catalysts
The Company has executed successfully against its 2024 plan and will continue advancing the North Island Project, with
development and exploration catalysts in 2025 leading to measurable impacts for shareholders, including the following:
• COMPLETED - Geophysics results from Northwest Expo and West Goodspeed
• COMPLETED - Northwest Expo metallurgical testing and initial resource estimate
• COMPLETED - Final 2023 Pemberton Hills Drill Results
• COMPLETED - Commencement of 2024 drilling program
• COMPLETED - Preliminary Project Trade-offs
• COMPLETED - Commencement of advanced economic and technical studies
• COMPLETED - Drill results from West Goodspeed
• COMPLETED – Integrated North Island Project Mineral Resource Estimate
• COMPLETED - North Island Project Resource Estimate Technical Report
• Q4 2024 - Additional Exploration Results from Northwest Expo
• Q4 2024 - Additional Exploration Results from West Goodspeed
• Q1 2025 - North Island Project Updated PEA
• Q1/Q2 2025 – Commencement of 2025 Drill Program
Northisle Copper and Gold Inc. | 14th Floor – 1040 West Georgia St. | Vancouver, BC | V6E 4H1
www.northisle.ca | [email protected]
1416-8360-8081.3
• Ongoing - Continued respectful engagement with indigenous rightsholders and local stakeholders
Upcoming Investor Events
The Company will continue to be active in investor outreach. Northisle will be attending several external investor
events including the following events during Q1 2025:
• January 14 – 16, 2025: TD Annual Global Mining Conference, Toronto, ON, Canada
• January 19 – 20, 2025: Vancouver Resource Investment Conference, Vancouver, BC, Canada
• January 20 – 23, 2025: AME Roundup, Vancouver, BC, Canada
• February 3, 2025: Canadian Critical Minerals Opportunities Forum, New York, United States
• February 7 – 8, 2025: World Outlook Financial Conference, Vancouver, BC, Canada
• March 2 – 5, 2025: Prospectors & Developers Association of Canada (PDAC), Toronto, ON, Canada
Offering Details
The gross proceeds raised from the CFT Shares will be used to incur eligible “Canadian exploration expenses” that qualify
as “flow-through critical mineral mining expenditures” as such terms are defined in the Income Tax Act (Canada) and, for
subscribers who are qualifying individuals under the Income Tax Act (British Columbia), will qualify as “BC flow-through
mining expenditures” as in the Income Tax Act (British Columbia) (the “Critical Minerals Qualifying Expenditures”). The
Company will incur the Critical Minerals Qualifying Expenditures on or before December 31, 2025, and renounce (on a
pro rata basis) all such expenditures in favour of the subscribers of the CFT Shares with an effective date no later than
December 31, 2024 in accordance with the Income Tax Act (Canada). The proceeds from the sale of the Non-CFT Shares
will be used for general corporate purposes.
The Offer ing was conducted on a private placement basis pursuant to applicable exemptions from the prospectus
requirements of Canadian securities laws under National Instrument 45-106 – Prospectus Exemptions, and in such other
jurisdictions outside of Canada and the United States pursuant to applicable exemptions from the prospectus,
registration or other similar requirements in such other jurisdictions. All securities issued under the Offering have a hold
period of four months and one day.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the Unites States,
nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Northisle
Northisle Copper and Gold Inc. is a Vancouver-based company whose mission is to become a leading and sustainable
mineral resource company for the future. Northisle owns the North Island Project, which is one of the most promising
copper and gold porphyry deposits in Canada. The North Island Project is located near Port Hardy, British Columbia on a
more than 34,000-hectare block of mineral titles 100% owned by Northisle stretching 50 kilometres northwest from the
now closed Island Copper Mine operated by BHP Billiton. Northisle recently completed an updated preliminary
economic assessment for the North Island Project and is now focused on advancement of the project through a
prefeasibility study while continuing exploration within this highly prospective land package. For more information on
Northisle please visit the Company’s website at www.northisle.ca.
On behalf of Northisle Copper and Gold Inc.
Nicholas Van Dyk, CFA
Chief Financial Officer
Tel: (604) 638-2515
Email: [email protected]
www.northisle.ca
Northisle Copper and Gold Inc. | 14th Floor – 1040 West Georgia St. | Vancouver, BC | V6E 4H1
www.northisle.ca | [email protected]
1416-8360-8081.3
Cautionary Statements regarding Forward-Looking Information
Certain information in this news release constitutes forward-looking statements under applicable securities law. Any statements that are contained
in this news release that are not statements of historical fact may be deemed to be forward -looking statements. Forward-looking statements are
often identified by terms such as “may”, “should”, “anticipate”, “expect”, “intend” and similar expressions. Forward-looking statements in this news
release include, but are not limited to, statements relating to the anticipated use of proceeds from the Offering and receipt of regulatory approvals
with respect to the Offering as well as any other future plans, objectives or expectations of Northisle . Forward-looking statements necessarily
involve known and unknown risks, including, without limitation, Northisle’s ability to implement its business strategies; risks associated with mineral
exploration and production; risks associated with general economi c conditions; adverse industry events; stakeholder engagement; marketing a nd
transportation costs; loss of markets; volatility of commodity prices; inability to access sufficient capital from internal and external sources, and/or
inability to access sufficient capital on favourable terms; industry and government regulation; chan ges in legislation, income tax and regulatory
matters; competition; currency and interest rate fluctuations; and other risks. Readers are cautioned that the foregoing list is not exhaustive.
Readers are further cautioned not to place undue reliance on forward -looking statements as there can be no assurance that the plans, intentions,
or expectations upon which they are placed will occur. Such information, although considered reasonable by mana gement at the time of
preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward -looking statements contained in
this news release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this news release represent the expectations of management of Northisle as of the date of this news
release, and, accordingly, are subject to change after such date. Northisle does not undertake any obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.
Neither the 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 news release.