Northern Shield Closes First Tranche of Financing /
Northern Shield Closes First Tranche of
Financing
/
NOT FOR DISTRIBUTION TO
UNITED STATES
NEWSWIRE SERVICES OR FOR
DISSEMINATION IN
THE UNITED STATES
/
OTTAWA, ON
,
July 21, 2023
/CNW/ - Northern Shield Resources Inc. ("
Northern Shield
" or the
"
Company
") (TSXV: NRN) is pleased to announce that it has closed the first tranche of a non-
brokered, private placement of 3,800,000 common shares for total proceed
$190,000
(the
"Offering").
The first tranche Offering was comprised of 3,800,000 units ("Units") at
$0.05
per unit for aggregate
gross proceeds of
$190,000
with each Unit consisting of one common share in the capital of the
Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"), with each
whole Warrant exercisable for one Common Share at a price of
$0.10
per share within 24 months of
the closing. Proceeds from the Offering will be used primarily for working capital purposes and
exploration expenses at the Root & Cellar Property.
A director and officer of the Company acquired 1,500,000 Units for proceeds of approximately
$75,000
. The issuance of securities to an insider 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
from 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.
Securities issued under the Offering are subject to restrictions on resale for a period of four months
from the date of closing. The Offering is subject to final approval of the TSX Venture Exchange.
A second tranche is expected to consist primarily of flow-through units ("Flow-Through Units") at
$0.065
per unit with each Flow-Through Unit consisting of one Common Share issued on a flow-
through basis within the meaning of the
Income Tax Act
(
Canada
) and one-half of one Common
Share purchase warrant (an "FT Warrant"). Each whole FT Warrant will be exercisable for one
Common Share at a price of
$0.125
per share within 24 months of closing.
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.
About Northern Shield Resources
Northern Shield Resources Inc. is a Canadian-based company known as a leader in generating high-
quality exploration targets that views greenfield exploration as an opportunity. An opportunity to find
a Tier 1 asset, near surface, and at relatively low cost. It implements a model driven approach in
exploration to reduce any risk associated with early-stage projects for ourselves, our shareholders,
and the environment. It is this approach that led to the discovery of an alkaline driven gold-silver-
tellurium-porphyry copper system at its Root & Cellar Project in
Newfoundland
.
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
Offering, the expectations of management regarding the use of proceeds of the Offering and the
participations of insiders, closing conditions for the Offering, and TSX Venture Exchange final
approval of the 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 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 required by the
TSX Venture Exchange and the insider may ultimately choose not to participate. 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.
View original content:
http://www.newswire.ca/en/releases/archive/July2023/21/c1402.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 16:05e 21-JUL-23