Premium Nickel Resources Ltd. Announces Fully-Committed $15 Million Private Placement of Units
Premium Nickel Resources Ltd. Announces
Fully-Committed $15 Million Private Placement
of Units
Not for distribution to United States newswire services or for dissemination in the United States
Toronto, Ontario--(Newsfile Corp. - June 5, 2024) -
Premium Nickel Resources Ltd. (TSXV: PNRL)
(OTCQX: PNRLF) ("PNRL" or the "Company")
is pleased to announce a fully-committed non-
brokered private placement offering of 19,230,770 units of the Company (the "
Units
") at a price of
C$0.78 per Unit (the "
Issue Price
") for aggregate gross proceeds of approximately C$15 million (the
"
Offering
").
Each Unit will consist of one common share of the Company (each, a "
Common Share
") and one
common share purchase warrant of the Company (each, a "
Warrant
"). Each Warrant will entitle the
holder to acquire one Common Share at any time prior to 5:00 p.m. (Toronto time) for a period expiring
60 months following the date of issuance (the "
Expiry Date
") at a price of C$1.10 per Common Share,
subject to Accelerated Expiry as described herein. If, at any time prior to the Expiry Date, the volume-
weighted average trading price of the Common Shares on the TSX Venture Exchange (the
"
Exchange
") (or such other principal exchange or market where the Common Shares are then listed or
quoted for trading) is at least C$2.00 per Common Share for a period of 20 trading days, the Company
may, at its option, elect to accelerate the Expiry Date to a date (the "
Accelerated Expiry Date
") that is
not less than 30 days following the date that the Company provides written notice to the holders of the
Warrants of the Accelerated Expiry Date.
As part of the Offering, the Company has entered into a binding term sheet dated June 4, 2024 with
EdgePoint Investment Group Inc. ("
EdgePoint
"), a related party of the Company, and another investor
providing for the purchases by each investor of 7,692,307 Units at the Issue Price for gross proceeds of
approximately C$12 million, with such subscriptions being subject to a minimum overall Offering size of
C$15,000,000. To that end, the Company has commitments from other subscribers for the remaining
3,846,154 Units for gross proceeds of approximately C$3 million to satisfy the minimum Offering size
condition.
The net proceeds of the Offering will be used by the Company to advance the exploration and
development of its mineral assets in Botswana and for general corporate and working capital purposes.
It is anticipated that SCP Resource Finance LP, as financial advisor to the Company in connection with
the Offering, will be paid an advisory fee of up to C$800,000 (with SCP Resource Finance LP having the
option to receive its advisory fee in Units at the Issue Price, subject to Exchange approval), and Fort
Capital will be paid an advisory fee of C$250,000, in each case in consideration for providing certain
advisory services to the Company in connection with the Offering.
The Offering is expected to close on or about June 14, 2024, and remains subject to the receipt of all
necessary approvals, including the approval of the Exchange. All securities issued under the Offering will
be subject to a hold period of four months plus one day from the date of issuance in accordance with
applicable Canadian securities laws and the policies of the Exchange.
After giving effect to the Offering, EdgePoint is expected to own approximately 14.1% of the issued and
outstanding Common Shares of the Company (on a basic basis). Concurrent with the closing of the
Offering, the Company and EdgePoint are expected to enter into an investor rights agreement, pursuant
to which, among other things, EdgePoint will be granted certain rights, including participation rights on
future equity raises of the Company and the right to nominate a director to the board of directors of the
Company, provided that EdgePoint meets certain equity ownership thresholds and satisfies certain
other conditions. In addition, the Company and EdgePoint anticipate appointing a mutually agreeable
nominee to the board of directors of the Company concurrent with the closing of the Offering.
MI 61-101 Disclosure
EdgePoint is a "related party" of the Company by virtue of having beneficial ownership of, or control or
direction over, directly or indirectly, Common Shares carrying more than 10% of the voting rights
attached to all of the Company's voting securities and, as such, EdgePoint's participation under the
Offering is considered to be a "related party transaction" of the Company for purposes of Multilateral
Instrument 61-101 -
Protection of Minority Security Holders in Special Transactions
("
MI 61-101
").
The Company may, however, complete the Offering in reliance on exemptions available under MI 61-101
from the formal valuation and minority approval requirements of MI 61-101. Specifically, the Offering is
exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Section 5.5(b) of
MI 61-101 as the Company is not listed on a specified market within the meaning of MI 61-101.
Additionally, the Offering is exempt from the minority approval requirement in Section 5.6 of MI 61-101 in
reliance on Section 5.7(1)(a) of MI 61-101 insofar as neither the fair market value of the subject matter
of, nor the fair market value of the consideration for, the Offering insofar as it involves (or is expected to
involve) "interested parties", exceeds 25% of the Company's market capitalization.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there
be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful, including any of the securities in the United States of America. 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
account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered
under the 1933 Act and applicable state securities laws, or an exemption from such registration
requirements is available.
About Premium Nickel Resources Ltd.
PNRL is a mineral exploration and development company that is focused on the redevelopment of the
previously producing nickel, copper and cobalt resources mines owned by the Company in the Republic
of Botswana.
PNRL is committed to governance through transparent accountability and open communication within
our team and our stakeholders. Our skilled team has worked over 100 projects collectively, accumulating
over 400 years of resource discoveries, mine development and mine re-engineering experience on
projects like the Company's Selebi and Selkirk mines. PNRL's senior team members have on average
more than 20 years of experience in every single aspect of mine discovery and development, from
geology to operations.
ON BEHALF OF THE BOARD OF DIRECTORS
Keith Morrison
Director and Chief Executive Officer
Premium Nickel Resources Ltd.
For further information about Premium Nickel Resources Ltd., please contact:
Jaclyn Ruptash
Vice President, Communications and Government and Investor Relations
+1 (604) 770-4334
Cautionary Note Regarding Forward-Looking Statements:
This news release contains "forward-looking information" within the meaning of applicable Canadian
securities legislation based on expectations, estimates and projections as at the date of this news
release. Forward-looking information involves risks, uncertainties and other factors that could cause
actual events, results, performance, prospects and opportunities to differ materially from those
expressed or implied by such forward-looking information. For the purposes of this release, forward
looking information includes, but is not limited to: the Company's ability to complete the Offering (if at all)
on the terms announced, the anticipated use of the net proceeds of the Offering, the Company's ability to
obtain all necessary approvals in respect of the Offering, the anticipated closing date of the Offering, and
the Company's ability to redevelop its mineral projects in the Republic of Botswana. These forward-
looking statements, by their nature, require the Company to make certain assumptions and necessarily
involve known and unknown risks and uncertainties that could cause actual results to differ materially
from those expressed or implied in these forward-looking statements. Factors that could cause actual
results to differ materially from such forward-looking information include, but are not limited to, capital
and operating costs varying significantly from estimates; the preliminary nature of metallurgical test
results; the ability of exploration results to predict mineralization or the feasibility of mine production;
delays in obtaining or failures to obtain required governmental, environmental or other project approvals;
uncertainties relating to the availability and costs of financing needed in the future; changes in equity
markets; inflation; fluctuations in commodity prices; delays in the development of projects; the other risks
involved in the mineral exploration and development industry; and those risks set out in the Company's
public disclosure record on SEDAR+ (
www.sedarplus.ca
) under the Company's issuer profile. Although
the Company believes that the assumptions and factors used in preparing the forward-looking
information in this news release are reasonable, undue reliance should not be placed on such
information, which only applies as of the date of this news release, and no assurance can be given that
such events will occur in the disclosed time frames or at all. The Company disclaims any intention or
obligation to update or revise any forward-looking information, whether as a result of new information,
future events or otherwise, other than as required by 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. No stock exchange, securities commission or other
regulatory authority has approved or disapproved the information contained herein.
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To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/211765