North American Nickel Announces Closing of Equity Financing
VANCOUVER, BRITISH COLUMBIA--(Marketwired - June 8, 2017) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
North American Nickel Inc. (TSX VENTURE:NAN)(OTCBB:WSCRF) (CUSIP: 65704T 108) (the "Company") announces that it has closed its previously announced marketed offering of units ("Units") of the Company for total gross proceeds of $10,877,312.47 (the "Offering"). The Company has issued under the Offering 145,030,833 Units at a price of $0.075 per Unit. Each Unit consists of one common share in the capital of the Company (a "Common Share") and one-half of one common share purchase warrant of the Company (each whole common share purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one Common Share at any time prior to 5:00 p.m. (Toronto time) on the date that is twenty-four (24) months following the date of issue, at an exercise price of $0.12.
The Offering was completed through Paradigm Capital Inc. (the "Agent"), acting as agent. A cash fee equal to 7.0% of the gross aggregate proceeds realized by the Company in respect of the sale of the Units by the Agent (excluding any proceeds raised from the sale of Units to purchasers on the Company's president's list) as well as compensation options equal to 5.0% of the number of Units sold by the Agent (excluding any Units sold to purchasers on the Company's president's list), were paid to the Agent in conjunction with the Offering.
The Company has also granted the Agent an option to cover over-allotments (the "Over Allotment Option"), which will allow the Agent to arrange for purchasers to acquire up to an additional 15% of the number of Units initially available under the Offering. The Over Allotment Option is exercisable, in whole or in part and subject to approval by the Company, up to 30 days from and including the closing date of the Offering.
Sentient Executive GP IV, Limited (in its capacity as the general partner of Sentient Global Resources Fund IV, L.P) (collectively, "Sentient") subscribed for a total of 94,666,666 Units under the Offering. Sentient, which is an insider and a related party of the Company, now beneficially owns, or exercises control or direction over, 317,809,821 Common Shares or approximately 61.88% of the currently issued and outstanding Common Shares.
Sentient's participation under the Offering is considered a "related party transaction" as set out in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company has relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) as neither the fair market value of the Units issued nor the consideration paid for the Units by Sentient under the Offering exceeds 25% of the Company's market capitalization.
The Company intends to use the net proceeds of the Offering for the commencement of a work program and additional exploration and drilling activities to be completed at the Company's Maniitsoq project in Greenland and for general corporate and working capital purposes.
The Offering was completed pursuant to a short form prospectus filed in each of the provinces of British Columbia, Alberta, Manitoba and Ontario. A copy of the short form prospectus, which contains important information relating to the Units, is available on SEDAR at www.sedar.com.
This press release does not constitute an offer of securities for sale in the United States or to "U.S. persons" ("U.S. persons"), as such term is defined in Regulation S promulgated under the United States Securities Act of 1933, as amended, (the "U.S. Securities Act"). The securities being offered have not been, nor will be, registered under the U.S. Securities Act or any state securities laws, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from such registration requirements.
About North American Nickel
North American Nickel is a mineral exploration company with 100% owned properties in Maniitsoq, Greenland and Sudbury, Ontario.
The Maniitsoq property in Greenland is a Camp scale project comprising 2,985 square km covering numerous high-grade nickel-copper sulphide occurrences associated with norite and other mafic-ultramafic intrusions of the Greenland Norite Belt (GNB). The >75km-long belt is situated along, and near, the southwest coast of Greenland accessible from the existing Seqi deep water port (See NAN News Release dated January 19, 2015) with an all year round shipping season and abundant hydro-electric potential.
The Post Creek/Halcyon property in Sudbury is strategically located adjacent to the past producing Podolsky copper-nickel-platinum group metal deposit of KGHM International Ltd. 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.
Cautionary Note Regarding Forward-looking Statements
This press release contains certain "forward-looking statements" and "forward-looking information" under applicable securities laws concerning the business, operations and financial performance and condition of the Company. Forward-looking statements and forward-looking information include, but are not limited to, statements with respect to the use of the net proceeds of the Offering, the timing and ability of the Company, if at all, to obtain final approval of the Offering from the TSX Venture Exchange, and an exception being available under MI 61-101 from the minority shareholder approval and valuation requirements for any related party transaction. Except for statements of historical fact relating to the Company, certain information contained herein constitutes forward-looking statements. Forward-looking statements are frequently characterized by words such as "plan," "expect," "project," "intend," "believe," "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are based on a number of assumptions and 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 statements. Many of these assumptions are based on factors and events that are not within the control of the Company and there is no assurance they will prove to be correct.
Factors that could cause actual results to vary materially from results anticipated by such forward-looking statements include the inability to obtain adequate financing, the inability to obtain regulatory approvals required in relation to the Offering. The Company cautions that the foregoing list of important factors is not exhaustive. Investors and others who base themselves on forward-looking statements should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. The Company believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this press release should not be unduly relied upon. These statements speak only as of the date of this press release. The Company undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws.
Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. Statements concerning mineral reserve and resource estimates may also be deemed to constitute forward-looking statements to the extent they involve estimates of the mineralization that will be encountered if the property is developed.
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.
ON BEHALF OF THE BOARD OF DIRECTORS
Mark Fedikow, President
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.
Contact
North American Nickel Inc.
Jaclyn Ruptash
Corporate Communications
(604) 770-4334
Toll free: 1-866-816-0118