VANCOUVER, BRITISH COLUMBIA--(Marketwired - June 8, 2015) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
North American Nickel Inc. (TSX VENTURE:NAN)(OTCBB:WSCRF) (the "Company") is pleased to announce that it has appointed a syndicate of agents (the "Agents") co-led by Paradigm Capital Inc. ("Paradigm") and Edgecrest Securities Corporation ("Edgecrest") to sell by way of a private placement units (the "Units") of the Company at a price (the "Issue Price") to be determined in the context of the market for gross proceeds of up to CAD$10,000,000 (the "Offering"). Each Unit will be comprised of one common share (a "Common Share") of the Company and one half of one common share purchase warrant, each whole warrant entitling the holder thereof to acquire one Common Share of the Company at a price and for a period from the closing of the Offering to be determined in the context of the market. The Offering is subject to approval by the TSX-Venture Exchange.
The net proceeds of the financing will be used to fund the Company's 2015 exploration and zone drilling programs at its 100% owned Maniitsoq nickel sulphide project in south western Greenland, and to provide additional working capital.
The Company has agreed to pay the Agents a cash fee equal to 7.0% of the gross proceeds from the Offering. As additional compensation, the Agents will be issued compensation options entitling the Agents to purchase that number of Common Shares equal to 7.0% of the number of Units sold under the Offering exercisable at the Issue Price for a period of 24 months from the closing date of the Offering.
Sentient Executive GP IV, Limited (for the general partner of Sentient Global Resources Fund IV, L.P (collectively, "Sentient") intends to invest its pro-rata amount in the financing in order to maintain its 41.2% position in the capital of the Company. Sentient, which is an insider and a related party of the Company, beneficially owns, or exercises control or direction over, 69,866,523 Common Shares of the Company, or approximately 41.2% of the issued and outstanding Common Shares of the Company, and no warrants.
Due to the fact that Sentient, who is an insider and related party of the Company, will subscribe for Common Shares, their subscriptions under the financing will be "related party transaction" for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Sentient subscription will be completed in reliance on (i) an available exemption from the formal valuation requirement of MI 61-101 provided in paragraph (b) of Section 5.5 of MI 61-101 and (ii) 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 Common Shares issued nor the consideration paid for the Common Shares pursuant to the Sentient portion of the Offering will exceed 25% of the Company's market capitalization.
The closing of the Offering is expected to occur on July 7, 2015 and is subject to receipt of all necessary regulatory approvals. The Units, including all underlying securities thereof, and the compensation options issued with respect to the Offering will be subject to a four month hold period in accordance with applicable Canadian securities laws.
This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. 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 2,954 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, which is pack ice free year round.
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 ability to complete the port assignment, the ability of the Company to realize upon the benefit of owning the port, impact of mineralogy, estimation of mineral resources at mineral projects of the Company; economics of production; success of exploration activities; the future economics of minerals including nickel and copper; synergies and financial impact facilities; the benefits of the development potential of the properties of the Company and currency exchange rate fluctuations. 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 difficulties realized in completion of the assignment, barriers to the assignment, difficulties in development of the assets and suitability of the port in relation to development of the assets of the Company, variations in metal grades, changes in market conditions, variations in recovery rates, risks relating to international operations, fluctuating metal prices and currency exchange rates, and other risks of the mining industry, including but not limited to the failure of plant, equipment or processes to operate as anticipated. 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
North American Nickel Inc.
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.