Northern Graphite Announces Non-Brokered Charity Flow-Through Private Placement
Northern Graphite Announces Non-Brokered
Charity Flow-Through Private Placement
Ottawa, Ontario--(Newsfile Corp. - April 6, 2023) - Northern Graphite Corporation
(TSXV: NGC)
(OTCQB: NGPHF) (FSE: 0NG) (XSTU: 0NG)
(the "
Company
" or "
Northern
") announces that it
intends to complete a non-brokered private placement financing of up to 3,000,000 units of the Company
issued on a charity flow-through basis (the "
Charity
FT Units
") at a price of C$0.75 per Charity FT Unit
for proceeds of up to C$2,250,000 (the "
Offering
").
Each Charity FT Unit will consist of one common share of the Company (a "
Common Share
") and one-
half of one common share purchase warrant of the Company (each whole warrant, a "
Warrant
"), each to
be issued as a "flow-through share" under the
Income Tax Act
(Canada) (the "
Tax Act
").
Each Warrant
will entitle the holder thereof to purchase one Common Share (a "
Warrant Share
") on a non flow-through
basis at an exercise price of C$0.75 for a period of two years (24 months) from the date of issuance
thereof.
The Company plans to use the proceeds of the Offering to complete a drill program on a number of
targets around its Lac des Iles, Québec graphite mine with the objective of identifying potential new
sources of mill feed.
The Charity FT Units offered under the Offering will be offered for sale in all the provinces and territories
of Canada in reliance on the listed issuer financing exemption (the "
LIF Exemption
") available in Part
5A National Instrument 45-106 -
Prospectus Exemptions
("
NI 45-106
"). The securities comprising and
underlying the Charity FT Units will not be subject to any statutory hold periods. There is an offering
document related to the Offering under the LIF Exemption that can be accessed under the Company's
profile on SEDAR at
www.sedar.com
and on the Company's website at
www.northerngraphite.com
.
Prospective investors in the Charity FT Units should read this offering document before making an
investment decision.
An amount equal to the gross proceeds from the issuance of the Charity FT Units will be used to incur,
on the Company's Canadian mineral exploration properties, eligible resource exploration expenses that
will qualify as (i) "Canadian exploration expenses" (as defined in the Tax Act), and (ii) "flow-through
critical mineral mining expenditures" (as defined in subsection 127(9) of the Tax Act) (collectively, the
"
Qualifying Expenditures
"). The Qualifying Expenditures in an aggregate amount not less than the
gross proceeds raised from the issue of the Charity FT Units will be incurred on or before December 31,
2024 and will be renounced by the Company to the purchasers of the initial purchasers of the Charity FT
Units with an effective date no later than December 31, 2023. In the event that the Company is unable to
renounce the issue price for the Charity FT Units on or prior to December 31, 2023 for each Charity FT
Unit purchased and/or if the Qualifying Expenditures are reduced by the Canada Revenue Agency, the
Company will as sole recourse for such failure to renounce, indemnify each Charity FT Unit subscriber
for the additional taxes payable by such subscriber to the extent permitted by the Tax Act as a result of
the Company's failure to renounce the Qualifying Expenditures as agreed.
The Company has agreed, upon closing, to pay a cash finder's fee of $135,000 and grant 180,000 finder
warrants to purchase Common Shares (the "
Finder Warrants
") to an arm's length finder. Each Finder
Warrant will be exercisable for a period of 24 months from the closing of the Offering at a price of $0.50
per Common Share.
The Offering is expected to close on or about April 27, 2023, and is subject to certain conditions
including, but not limited to, the receipt of all necessary regulatory and other approvals including the
approval of the TSX Venture Exchange.
This news release does not constitute an offer to sell or a solicitation of an offer to sell 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.
About Northern Graphite
Northern is a Canadian, TSX Venture Exchange listed company that is focused on becoming a world
leader in producing natural graphite and upgrading it into high value products critical to the green
economy including anode material for lithium ion batteries/EVs, fuel cells and graphene, as well as
advanced industrial technologies.
Northern is the only significant graphite producing company in North America and will become the third
largest outside of China when its Namibian operations come back online. The Company also has two
large scale development projects, Bissett Creek in Ontario and Okanjande in Namibia, that will be a
source of continued production growth in the future. All projects have "battery quality" graphite and are
located close to infrastructure in politically stable countries.
For additional information
Please visit the Company's website at
https://www.northerngraphite.com/investors/presentation/
, the
Company's profile on
www.sedar.com
, our
Social Channels
listed below or
contact the Company at
(613) 271-2124.
YouTube
Cautionary Note Regarding Forward-Looking Statements
This news release contains certain "forward-looking statements" within the meaning of applicable
Canadian securities laws. Forward-looking statements and information are frequently characterized by
words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "potential",
"possible" and other similar words, or statements that certain events or conditions "may", "will",
"could", or "should" occur. Forward-looking statements in this release include statements regarding,
among others, the completion of the proposed Offering and the use of proceeds therefrom. All such
forward-looking statements are based on assumptions and analyses made by management based on
their experience and perception of historical trends, current conditions and expected future
developments, as well as other factors they believe are appropriate in the circumstances. However,
these statements are subject to a variety of risks and uncertainties and other factors that could cause
actual events or results to differ materially from those projected including, but not limited to
unexpected changes in laws, rules or regulations, or their enforcement by applicable authorities; the
failure of other parties to perform as agreed; social or labour unrest; changes in commodity prices;
unexpected failure or inadequacy of infrastructure and the failure of ongoing and contemplated
studies to deliver anticipated results or results that would justify and support continued studies,
development or operations. Readers are cautioned not to place undue reliance on forward-looking
information or statements.
Although the forward-looking statements contained in this news release are based on what
management believes are reasonable assumptions, the Company cannot assure investors that
actual results will be consistent with them. These forward-looking statements are made as of the date
of this news release and are expressly qualified in their entirety by this cautionary statement. Subject
to applicable securities laws, the Company does not assume any obligation to update or revise the
forward-looking statements contained herein to reflect events or circumstances occurring after the
date of this news release.
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
release.
For further information contact:
Guillaume Jacq, CFO
Telephone: (613) 271-2124
Email:
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.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/161540