Northisle Announces Non-Brokered Private Placement
Northisle Copper and Gold Inc. | 1200 – 1166 Alberni St. | Vancouver, BC | V6E 3Z3
www.northisle.ca | [email protected]
51243359.1
December 7, 2023
TSX Venture Exchange Symbol: NCX
NORTHISLE ANNOUNCES NON-BROKERED PRIVATE PLACEMENT
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. (TSX-V: NCX) (“Northisle” or the “Company”) is pleased to announce
that it intends to raise aggregate gross proceeds of approximately $5,000,000 (the “Offering”) pursuant to a four-part
private placement which will be a combination of common shares (“Common Shares”) priced at C$0.28/share, flow-
through common shares (“FT Shares”) priced at C$0.35/share, charity flow-through common shares (“CFT Shares”)
priced at C$0.448/share and critical minerals charity flow-through common shares (“CMCFT Shares” and together with
the Common Shares, the FT Shares and the CFT Shares, the “Shares”) priced at C$0.476/share. The FT Shares, CFT
Shares and CMCFT Shares will qualify as “flow-through shares” (within the meaning of subsection 66(15) of the Income
Tax Act (Canada) (the “Tax Act”)). The final allocation of funds will be determined prior to closing of the Offering.
Certain insiders of the Company intend to participate in the Offering, with full particulars of such participation to be
included in the news release announcing the closing of the Offering.
The gross proceeds from the sale of FT Shares, CFT Shares, and CMCFT Shares will be used to incur expenses
(“qualifying expenses”) that are “Canadian exploration expenses” (within the meaning of subsection 66.1(6) of the Tax
Act) and “BC flow-through mining expenditures” (within the meaning of subsection 4.721(1) of the Income Tax Act
(British Columbia))”. The qualifying expenses to be incurred using the gross proceeds from the sale of FT Shares and
CMCFT Shares will also qualify as “flow-through critical mineral mining expenditures” (within the meaning of subsection
127(9) of the Tax Act).
The Offering is non-brokered; however, the Company may pay finder's fees in connection with the Offering accordance
with the rules and policies of the TSX Venture Exchange ("TSX-V"). The Placement is subject to the completion of formal
documentation and receipt of all necessary regulatory approvals, including the approval of the TSX-V.
The Shares issued pursuant to this Offering will be subject to a hold period expiring four months and one day from the
date of issuance in accordance with applicable Canadian securities laws.
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. | 1200 – 1166 Alberni St. | Vancouver, BC | V6E 3Z3
www.northisle.ca | [email protected]
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 "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 an exemption
from such registration is available.
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 ability to complete the Offering on the proposed terms or at all, anticipated use
of proceeds from the Offering, the participation of certain insiders and others in the Offering, and receipt of regulatory ap provals with respect to
the Offering as well as any other future plans, objectives or expectations of Northisl e. 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 econ omic conditions; adverse industry events; stakeholder engagement; marketing and transportation
costs; loss of markets; volatility of commodity prices; inability to access sufficient capital from internal and external sou rces, and/or inability to
access suf ficient capital on favourable terms; industry and government regulation; changes in legislation, income tax and regulatory ma tters;
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.