North American Nickel Announces Closing of Private Placement
15 August 2017 - 5:44PM
North American Nickel Inc. (the "Company" or “NAN”) (TSX
VENTURE:NAN) (OTCBB:WSCRF) (CUSIP:65704T 108) ") is pleased to
announce that it has closed its previously announced non-brokered
private placement (the "Placement") (See the Company’s news release
dated August 8, 2017) of units of the Company ("Units"). Each Unit
consists of one common share of the Company (each a "Common Share")
and one-half of one common share purchase warrant (each whole
warrant, a "Warrant"), with each Warrant entitling the holder
thereof to purchase one Common Share at an exercise price of $0.12
per Common Share for a period of 24 months from its date of
issuance. Aggregate gross proceeds of $3,073,683.65, were raised
through the issuance of 40,982,448 Units pursuant to the Placement.
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
38,666,666 Units under the Placement. Sentient, an insider and a
related party of the Company, now beneficially owns, or exercises
control or direction over, 356,476,487 Common Shares constituting
approximately 64.27% of the currently issued and outstanding Common
Shares.
Due to the fact that Sentient is an insider and
a related party (as such terms are defined under Canadian
securities laws), its subscription under the Placement is
considered a "related party transaction" within the meaning of the
TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101
– Protection of Minority Security Holders in Special Transactions
(“MI 61-101”). The Company intends to rely on the exemptions from
the formal valuation and minority shareholder approval requirements
of MI 61-101 contained in sections 5.5(b) and 5.7(a) of MI 61-101
as no securities of the Company are listed or quoted on any of the
markets specified in MI 61-101 and neither the fair market value of
the Units nor the aggregate proceeds of the Placement exceeds 25%
of the Company's market capitalization. The Company will file a
material change report in respect of the Placement less than 21
days prior to the closing of the Placement, which the Company deems
reasonable in the circumstances so as to be able to avail itself of
the proceeds of the Placement in an expeditious manner.
The Units (and securities underlying the Units)
issued under the Placement will be subject to a four-month and one
day hold period from the date of closing. The closing of the
Placement is subject to, among other things, approval of the
TSXV.
The Company intends to use the net proceeds of
the Placement 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.
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 the Company
The Company 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 kilometres covering numerous
high-grade nickel-copper sulphide occurrences associated with
norite and other mafic-ultramafic intrusions of the Greenland
Norite Belt (GNB). The belt is greater than 75 kilometres long and
situated along, and near, the southwest coast of Greenland
accessible from the existing Seqi deep water port (see the
Company's news release dated January 19, 2015) with an all year
round shipping season and abundant hydro-electric potential.
The Company's 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 an interpreted extension
of the Whistle Offset embayment 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 timing and
completion of the Placement, and the availability of regulatory
approvals for the Placement. 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 regulatory approvals
required in relation to the Placement. The Company cautions that
the foregoing list of important factors is not exhaustive.
Investors and others who rely 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 U.S. Securities Act, 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 FedikowPresidentNorth 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.
For more information contact:
North American Nickel Inc.
Jaclyn Ruptash
Corporate Communications
604-770-4334
Toll free: 1-866-816-0118
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