NorthX Nickel Announces Closing of Non-Brokered Subscription Receipt Financing and Provides Update on Corporate Matters
NorthX Nickel Announces Closing of Non-
Brokered Subscription Receipt Financing and
Provides Update on Corporate Matters
Vancouver, British Columbia--(Newsfile Corp. - February 10, 2025) -
NORTHX NICKEL CORP. (CSE:
NIX) (OTCQB: NXNIF) (FSE: 6YR)
(the "
Company
" or "
NorthX
") announces that, further to its news
release dated January 31, 2025, it has closed its previously announced non-brokered private placement
of 26,000,000 subscription receipts (each, a "
Subscription Receipt
") of NorthX at a price of $0.05 per
Subscription Receipt for aggregate gross proceeds of $1,300,000 (the "
Offering
").
Each Subscription Receipt will, subject to the fulfillment of the Escrow Release Condition (as defined
below), entitle the holder thereof, for no additional consideration, to receive one unit (each, a "
Unit
") of
NorthX, with each Unit being comprised of one common share (each, a "
Share
") and one share
purchase warrant (each, a "
Warrant
") exercisable into one additional Share (each, a "
Warrant Share
")
at an exercise price of $0.075 per Warrant Share for a period of 36 months from the date of closing of
the Offering (the "
Closing
").
The gross proceeds from the Offering (collectively, the "
Escrowed Funds
") are being held in escrow by
Odyssey Trust Company ("
Odyssey
"), as escrow agent, pursuant to the terms of a Subscription Receipt
Agreement dated February 10, 2025 (the "
Subscription Receipt Agreement
"), between the Company
and Odyssey. The Escrowed Funds are to be released immediately upon the satisfaction and delivery of
notice thereof (the "
Escrow Release Condition
"), amongst other things, of all conditions to the
completion of the Company's proposed asset acquisition transaction with Magna Mining Inc. (TSX:
NICU) ("
Magna
"), pursuant to which Magna will acquire all of NorthX's property, assets, rights and
obligations related to its portfolio of nickel and base metal assets located in the Sudbury Basin, Ontario
(the "
Transaction
"). In the event the Escrow Release Condition is not satisfied on or before 5:00 p.m.
(Vancouver time) on June 30, 2025, subject to extension of such deadline in accordance with the terms
of the Subscription Receipt Agreement, the Escrowed Funds shall be returned to the holders of the
Subscription Receipts as to their pro rata share of the Escrowed Funds plus any accrued interest earned
thereon (less applicable withholding tax) and the Subscription Receipts will be cancelled and of no
further force and effect.
Assuming the fulfillment of the Escrow Release Condition, the proceeds from the Offering will be used for
general working capital purposes. No finder's fees were paid in connection with the Offering.
For more information on the Transaction, see the Company's December 18, 2024 news release filed
under its profile on
SEDAR+
.
All securities issued in relation to the Offering are subject to a hold period expiring four months and one
day after the closing date, in accordance with applicable securities laws, in addition to a voluntary hold
period on the securities underlying the Subscription Receipts expiring twelve months from the date of the
conversion of the Subscription Receipts. Two directors and a 10% shareholder of the Company
(collectively, the "
Insiders
") participated in the Offering subscribing for an aggregate of 5,900,000
Subscription Receipts for aggregate gross proceeds of $295,000. Accordingly, the Insiders'
subscriptions constitute a related party transaction under Multilateral Instrument 61-101 -
Protection of
Minority Security Holders in Special Transaction
s ("
MI 61-101
"). The issuance of the Subscription
Receipts to the Insiders was exempt from the valuation requirement of MI 61- 101 by virtue of the
exemption contained in section 5.5(b) as the Shares are not listed on a specified market and from the
minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section
5.7(a) of MI 61-101, in that the fair market value of the consideration of the securities issued to the
related parties does not exceed twenty-five percent of the Company's market capitalization.
The securities issued in connection with the Offering have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered
or sold in the United States absent registration or an applicable exemption from the registration
requirements under the Securities Act. This news release shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful.
Corporate Matters
NorthX announces the resignation of Mr. Brian Penny from its board of directors, effective immediately.
Simon Marcotte, Executive Chairman of NorthX, commented: "Brian has been an invaluable member of
the Company since its inception. His exceptional experience, professionalism, insight, and integrity have
made him a pleasure to work with, and we are truly grateful for the guidance and support he has
provided throughout his tenure. While he is stepping down from the Board, we look forward to
maintaining a very positive relationship. On behalf of the entire team at NorthX, I sincerely thank Brian for
his contributions and wish him continued success in all his present and future endeavors."
Brian Penny, outgoing Director, added: "After thoughtful consideration, I have decided to step down from
NorthX's Board of Directors. It has been an honor to serve alongside the Management team and Board,
and I am deeply grateful for the opportunity. I extend my best wishes to the Company and look forward to
seeing its success in the future."
About NorthX Nickel Corp.
NorthX is a Canadian Ni-Cu-Co-PGE focused exploration and development company with a portfolio of
assets in Quebec and Ontario, Canada. The Company's flagship asset is the Grasset Project, located
within the Abitibi Greenstone Belt.
The Company's growth strategy is focused on the exploration and development of its nickel sulphide
properties within its portfolio. NorthX's vision is to be a responsible nickel sulphide developer in stable
pro-mining jurisdictions. NorthX is committed to socially responsible exploration and development,
working safely, ethically, and with integrity. For more information, please visit
www.northxnickel.com
.
For further information, please contact:
Tom Meyer
President & Chief Executive Officer
Tel: +1 866 899 7247
Email:
Neither the CSE nor its Market Regulator (as that term is defined in policies of the CSE) accepts
responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information (collectively,
"forward-looking statements") within the meaning of applicable Canadian legislation. Forward-looking
statements are typically identified by words such as: "believes", "expects", "anticipates", "intends",
"estimates", "plans", "may", "should", "would", "will", "potential", "scheduled" or variations of such
words and phrases and similar expressions, which, by their nature, refer to future events or results that
may, could, would, might or will occur or be taken or achieved. All statements in this news release that
are not purely historical are forward-looking statements and include statements regarding beliefs,
plans, expectations and orientations regarding the future including, without limitation, the expectations
of management regarding the use of proceeds of the Offering and the ability to close the Transaction.
Although the Company believes that such statements are reasonable and reflect expectations of
future developments and other factors which management believes to be reasonable and relevant,
the Company can give no assurance that such expectations will prove to be correct. In making the
forward-looking statements in this news release, the Company has applied several material
assumptions, including without limitation, that market fundamentals will support the viability of mineral
exploration, the receipt of any necessary permits, licenses and regulatory approvals in connection
with the business of the Company, the availability of the financing required for the Company to carry
out its planned future activities, the Company's ability to close the Transaction and the availability of
and the ability to retain and attract qualified personnel. Other factors may also adversely affect the
future results or performance of the Company, including general economic, market or business
conditions, future prices of minerals, changes in the financial markets and in the demand for minerals,
changes in laws, regulations and policies affecting the mineral exploration industry, as well as the
risks and uncertainties which are more fully described in the Company's annual and quarterly
management's discussion and analysis and in other filings made by the Company with Canadian
securities regulatory authorities under the Company's SEDAR+ profile. The ongoing labour
shortages, inflationary pressures, rising interest rates, the global financial climate and conflicts in
Ukraine and Palestine and surrounding regions are some additional factors that are affecting current
economic conditions and increasing economic uncertainty, which may impact the Company's
operating performance, financial position, and future prospects. Collectively, the potential impacts of
this economic environment pose risks that are currently indescribable and immeasurable. No
assurance can be given that any of the events anticipated by the forward-looking statements will occur
or, if they do occur, what benefits the Company will obtain from them. Readers are cautioned that
forward-looking statements are not guarantees of future performance or events and, accordingly, are
cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of
such statements. The Company does not undertake any obligation to update such forward-looking
information whether because of new information, future events or otherwise, except as expressly
required by applicable law.
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