North American Nickel Announces Private Placement of Up to $7,500,000
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 04/17/13 -- North American Nickel Inc. (TSX VENTURE: NAN)(OTCBB: WSCRF) (CUSIP: 65704T 108) (the "Company") is pleased to announce that it proposes to complete a non-brokered private placement of up to 44,117,647 units (the "Units") at a price of CAD$0.17 per Unit for aggregate gross proceeds of up to CAD$7,500,000.
Each Unit will be comprised of one common share of the Company and one half of one common share purchase warrant (a "Warrant"), each whole Warrant will entitle the holder thereof to purchase one additional common share at an exercise price of CAD$0.21 per share for a period of twenty-four months following the closing of the respective tranche of the private placement. The net proceeds of the financing will be used to fund the Company's mineral exploration programs and to provide additional working capital.
VMS Ventures Inc. ("VMS") intends to subscribe for 11,764,704 Units in the financing. VMS, which is an insider and a related party of the Company, beneficially owns, or exercises control or direction over, 21,825,000 common shares (or approximately 27.1% of the issued and outstanding common shares) of the Company. Richard J. Mark, the CEO and a director of the Company, is the Chairman, CEO and a director of VMS.
Sentient Executive GP IV, Limited ("Sentient") intends to subscribe for 16,552,399 Units in the financing. Sentient, which is an insider and a related party of the Company, beneficially owns, or exercises control or direction over, 20,000,000 common shares (or approximately 24.8% of the issued and outstanding common shares) of the Company and warrants entitling the holder to acquire up to an additional 10,000,000 common shares of the Company.
Due to the fact that VMS and Sentient, who are each insiders and related parties of the Company, will subscribe for Units, their subscriptions under the financing will be "related party transactions" for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). In order to comply with the requirements of MI 61-101, the VMS and Sentient subscriptions will be completed in two tranches. Both tranches will be completed in reliance on an available exemption from the formal valuation requirement of MI 61-101 provided in paragraph (b) of Section 5.5 of MI 61-101. The first tranche of the VMS and Sentient portions of the financing will be completed in reliance on an available exemption from the minority shareholder approval requirement of MI 61-101 provided in paragraph (a) of Section 5.7 of MI 61-101. Neither the fair market value of the Units issued nor the consideration paid for the Units pursuant to the VMS and Sentient portions of the first tranche will exceed 25% of the Company's market capitalization. The second tranche of the VMS and Sentient portions of the financing will be conditional on an affirmative vote from the Company's disinterested shareholders at the annual and special general meeting of the Company to be held on June 13, 2013.
VMS and Sentient, to the Company's knowledge, are each making their own investment decisions and are acting independently and not jointly and in concert.
Shares acquired by the placees, and shares which may be acquired upon the exercise of the Warrants, will be subject to a hold period of four months plus one day from the date of closing of the respective tranche of the private placement in accordance with applicable securities legislation.
The closing of the first tranche and the second tranche, respectively, will occur as soon as the applicable closing conditions, including the approval of the TSX Venture Exchange (and minority shareholder approval for the second tranche of the financing), have been satisfied. Finder's fees may be paid in connection with the financing.
About North American Nickel
North American Nickel is a mineral exploration company with 100% owned properties in Maniitsoq, Greenland, Sudbury, Ontario, and the Thompson, Manitoba nickel belt. VMS Ventures Inc. (TSX VENTURE: VMS) owns approximately 21M shares of NAN.
The Maniitsoq property in Greenland is a Camp scale project comprising 4,983 square km's covering numerous high-grade nickel-copper sulphide occurrences associated with norite and other mafic-ultramafic intrusions of the Greenland Norite Belt (GNB). The 70km plus long belt is situated along, and near, the southwest coast of Greenland, which is pack ice free year round.
The first two discoveries of economic mineralization at Imiak Hill and Spotty Hill confirm the high value and potential of the GNB.
The Post Creek/Halycon property in Sudbury is strategically located adjacent to the producing Podolsky copper-nickel-platinum group metal deposit of Quadra FNX Mining. The property lies along the extension of the Whistle Offset dyke structure. Such geological structures host major Ni-Cu-PGM deposits and producing mines within the Sudbury Camp.
Statements about the Company's future expectations and all other statements in this press release other than historical facts are "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and as that term defined in the Private Litigation Reform Act of 1995. The Company intends that such forward-looking statements be subject to the safe harbours created thereby. Since these statements involve risks and uncertainties and are subject to change at any time, the Company's actual results may differ materially from the expected results.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
Contacts:
North American Nickel Inc.
Rick Mark
CEO and Chair
604-986-2020 or Toll free: 1-866-816-0118