Northern Shield Closes Final Tranche of Private Placement for Aggregate Total of $1,724,836 /NOT FOR DISTRIBUTION TO
Northern Shield Closes Final Tranche of
Private Placement for Aggregate Total of
$1,724,836
/NOT FOR DISTRIBUTION TO
UNITED STATES
NEWSWIRE SERVICES OR FOR
DISSEMINATION IN
THE UNITED STATES
/
OTTAWA
,
Dec. 17, 2019
/CNW/ - Northern Shield Resources Inc. ("Northern Shield" or the
"Company") (TSXV: NRN) is pleased to announce that it has closed the final tranche of a multi-
faceted, non-brokered private placement financing for proceeds of
$446,040
bringing the aggregate
total from the first and second tranche to
$1,724,836
(the "
Offering
")
.
The Offering size was
increased from
$1,325,000
to accommodate strong demand.
The final tranche was comprised of: i) 600,000 units ("
Units
") at
$0.05
per Unit for aggregate gross
proceeds of
$30,000
, with each Unit comprised of one common share in the capital of the Company
(a "
Common Share
") and one-half of one Common Share purchase warrant (a "
Warrant
"); ii)
3,500,000 flow-through units ("
Flow-through Units
") at
$0.07
per unit for aggregate gross
proceeds of
$245,000
, with each Flow-Through Unit comprised of one Common Share issued on a
flow-through basis within the meaning of the
Income Tax Act
(
Canada
) (each a "
Flow-Through
Share
") and one-half of one Warrant; and ii) 2,850,670 Flow-Through Shares at a price of
$0.06
per
share, for aggregate gross proceeds of
$170,040
. Each whole Warrant is exercisable for one
Common Share at a price of
$0.10
per share for a period of 24 months from closing. Proceeds
from the Offering will be used for working capital purposes and to incur eligible exploration expenses
at the Shot Rock and Root & Cellar Properties.
An insider of the Company acquired 2,175,926 Units for proceeds of approximately
$108,796
in the
first tranche The issuance of securities to insiders pursuant to the Offering (the "Insider
Participation") constitutes a related party transaction within the meaning of TSX Venture Exchange
Policy 5.9 and Multilateral Instrument 61-101 ("MI 61-101"). The Company has relied on exemptions
to the formal valuation and minority shareholder approval requirements contained in sections 5.5(a)
and 5.7(1)(a) of MI 61-101 in respect of the Insider Participation as neither the fair market value of
the subject matter of, nor the fair market value of the consideration for, the Insider Participation,
insofar as it involved related parties, exceeded 25% of the Company's market capitalization. Further
details will be included in a material change report to be filed by the Company in due course. The
material change report will not be filed more than 21 days prior to the closing of the Offering as the
level of insider participation was not known at that time.
The Offering is subject to final approval of the TSX Venture Exchange. The Company paid an
aggregate of
$9,540
in finders fees and issued 157,500 finders Warrants in connection with this
tranche. Securities issued under the Offering are subject to restrictions on resale for a period of four
months from the date of closing.
About Northern
Northern Shield Resources Inc. is a Canadian-based company focused on generating high-quality
exploration programs with experience in many geological terranes. It is known as a leader in
executing grass roots exploration program for Ni-Cu-PGEs and utilizing expertise and innovation
toward working on other deposit types. Seabourne Resources Inc. is a wholly-owned subsidiary of
Northern Shield focussing on epithermal gold and related deposits in
Atlantic Canada
and elsewhere.
None of the securities sold in connection with the Offering will be registered under the
United States Securities Act of 1933, as amended, and no such securities may be offered or
sold in
the United States
absent registration or an applicable exemption from the
registration requirements. 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.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined
in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy
of this release.
Cautionary Statement Regarding Forward-Looking Statements
This news release contains forward-looking information which is subject to a variety of risks and
uncertainties and other factors that could cause actual events or results to differ from those
projected in the forward-looking statements. Forward looking statements in this press release but
are not limited to, statements with respect to the expectations of management regarding the
proposed Offering, the expectations of management regarding the use of proceeds of the Offering,
closing conditions for the Offering and TSX Venture Exchange approval of the proposed Offering.
These forward-looking 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 in the
forward-looking information. Risks that could change or prevent these statements from coming to
fruition include the Company may not conclude the Offering on terms favorable to the Company or
at all; the TSX Venture Exchange may not provide final approval of the Offering; the proceeds of
the Offering may not be used as stated in this news release; the funds raised from the sale of the
Flow-Through Shares may not be renounced in favour of the holders; the Company may be unable
to satisfy all of the conditions to the closing. The forward-looking information contained herein is
given as of the date hereof and the Company assumes no responsibility to update or revise such
information to reflect new events or circumstances, except as required by law.
SOURCE
Northern Shield Resources Inc.
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http://www.newswire.ca/en/releases/archive/December2019/17/c4333.html
%SEDAR: 00007505E
For further information:
Northern Shield Resources Inc., Ian Bliss, President and CEO, Tel.: (613)
232-0459, Fax: (613) 232-0760, [email protected]
CO: Northern Shield Resources Inc.
CNW 17:00e 17-DEC-19