/NOT FOR DISTRIBUTION OR DISSEMINATION IN
THE UNITED STATES. FAILURE TO
COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF
UNITED STATES SECURITIES
LAWS./
info@northpeakresources.com
www.northpeakresources.com
TSX Venture: NPR
CALGARY,
AB, March 14, 2022 /CNW/ - North Peak
Resources Ltd. (TSX Venture: NPR) (the "Company" or
"North Peak") is pleased to announce that it has completed
its previously announced non-brokered private placement for
aggregate gross proceeds of CAD$5.75
million (the "Private Placement"). In
connection with the Private Placement, 2,499,996 equity units of
the Company ("Units") were issued at a price of CAD$2.30 per Unit.
Further to its February
8th news release, the Company has mobilized a
core drill to the Black Horse gold and silver property (the
"Black Horse Property") which is drilling twin and further
confirmatory and expansion holes to target and extend historic
drill holes that are part of the historical inferred mineral
resource estimates* for the Black Horse Property and this is
supporting the reverse circulation drilling program.
"North Peak's goal is to deliver politically safe, low-cost gold
production with minimum shareholder dilution and the opportunity to
re-drill and acquire the Black Horse Property which Minex LLC and
Gary Grauberger drilled in the late
1990's may provide that path**," said Company CEO Brian Hinchcliffe. "The two drilling campaigns
underway on the Black Horse Property will aim to both confirm and
expand the historical inferred mineral resource estimates* and in
short order the Company's shop and office in Ely, Nevada have ramped up to handle the first
core drilling on the Black Horse Property and the r/c drilling as
well."
Private Placement
Each Unit is comprised of one (1) common share of the Company
and one-half of one (1/2) common share purchase warrant of the
Company (a "Warrant"). Each whole Warrant entitles the
holder to acquire one (1) common share of the Company for a period
of 12 months from the date of issuance of the Warrant, at an
exercise price of CAD$3.50 per share.
The Company now has 23,834,451 common shares issued and
outstanding.
The securities issued in connection with the Private Placement
are subject to a four-month hold period from the closing of the
Private Placement, in accordance with applicable securities
laws.
The net proceeds from the Private Placement will be used towards
exploration drilling programs on the Black Horse Property, the
continued development of its business and for general and
administrative expenses.
In connection with the Private Placement, the Company has agreed
to pay a cash finder's fee to each of the following in respect of
the aggregate sales to subscribers under Private Placement that
were introduced by the following, as applicable: (i) Canaccord
Genuity Corp. ($54,050); (ii)
StephenAvenue Securities Inc. ($37,850.06), (iii) PI Financial Corp.
($6,900), (iv) Richardson Wealth Ltd.
($3,450), and (v) Rupert Williams ($123,171.74).
Related Party Disclosure
Under the Private Placement (i) Chelsea
Hayes, a director of the Company, acquired 35,000 Units at a
subscription price of $80,500, (ii)
Mike Sutton, a director of the
Company, acquired 17,390 Units at a subscription price of
$39,997, and (iii) Gordon Chmilar, a director of the Company,
acquired 43,478 Units at a subscription price of $100,000. Their participation in the Private
Placement constitutes a "related party transaction" as defined in
Multilateral Instrument 61- 101 – Protection of Minority
Security Holders in Special Transaction ("MI 61-101"),
which has been adopted by the TSX Venture Exchange pursuant to its
Policy 5.9 - Protection of Minority Security Holders in Special
Transaction. These transactions are exempt from the formal
valuation and minority shareholder approval requirements of such
instrument and policy, pursuant to subsections 5.5(a), 5.5(b),
5.5(c), 5.7(a) and 5.7(b) of MI 61-101 as the fair market value was
not more than 25% of market capitalization, the distribution of
securities was for cash and the fair market value of not more than
$2,500,000.
The Company did not file a material change report more than 21
days before the expected closing of the Private Placement because
the details of the participation therein by related parties of the
Company were not settled until shortly prior to closing of such
transactions and the Company wished to close on an expedited basis
for sound business reasons.
About North Peak Resources
The Company is a Canadian based gold exploration and development
company that is listed on the TSX Venture Exchange under the symbol
"NPR". The Company holds an option to acquire the 2,733-acre Black
Horse gold and silver property located approximately 50 miles east
of Ely within the Black Horse
mining district in White Pine
County, Nevada. See the Company's January 11, 2022 press release for additional
information.
Mr. Mike Sutton, P.Geo., a
director of the Company, is the Qualified Person who reviewed and
approved this news release.
This press release is not an offer of the Company's
securities for sale in the United
States. The Company's securities may not be offered or sold
in the United States absent
registration or an available exemption from the registration
requirements of the U.S. Securities Act of 1933, as amended (the
"U.S. Securities Act") and applicable U.S. state securities laws.
The Company will not make any public offering of its securities in
the United States. The Company's
securities have not been and will not be registered under the U.S.
Securities Act.
This press release shall not constitute an offer to sell
or the solicitation of an offer to buy, nor shall there be any sale
of these securities, in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
*CAUTIONARY NOTE REGARDING HISTORICAL RESOURCE
ESTIMATES: As described in detail in the Company's
January 11, 2022 press release, a
Qualified Person (Mr. Mike Sutton,
P.Geo., a director of the Company, is the Qualified Person who
reviewed and approved that news release) has not done sufficient
work for the Company to classify the historical resource estimates
referenced herein and therein as a current mineral resource or
mineral reserve. The Company is not treating those historical
estimates as current mineral resources or mineral reserves and has
not verified the historical resource estimates. The reader is
cautioned that the data used in the preparation of those historical
resource estimates does not meet the current standards of
exploration quality assurance and quality control protocols and
significant additional drilling (including diamond drilling, some
which will twin earlier holes), data verification (quality
control), would be required to ensure the quality of historic data
meets current standards for use in a resource estimate. See the
Company's January 11, 2022 press
release for further information.
CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING HISTORICAL
RESOURCE ESTIMATES: This news release has been prepared in
accordance with the requirements of the securities laws in effect
in Canada, which differ in certain
material respects from the disclosure requirements promulgated by
the Securities and Exchange Commission (the "SEC"). For
example, the term "inferred mineral resource" is a Canadian mining
term as defined in accordance with Canadian National Instrument
43-101 Standards of Disclosure for Mineral Projects and the
Canadian Institute of Mining, Metallurgy and Petroleum (the "CIM")
- CIM Definition Standards on Mineral Resources and Mineral
Reserves, adopted by the CIM Council, as amended. These definitions
differ from the definitions in the disclosure requirements
promulgated by the SEC. Accordingly, information contained in this
press release may not be comparable to similar information made
public by U.S. companies reporting pursuant to SEC disclosure
requirements.
**CAUTIONARY NOTE REGARDING ECONOMIC ASSESSMENTS:
Readers are cautioned that no preliminary economic assessment or
analysis of the potential viability of the Black Horse Property or
the historical resource estimates* has been completed.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS: This news release includes certain "forward-looking
statements" under applicable Canadian securities legislation.
Forward-looking statements include, but are not limited to, the
anticipated use of proceeds of the Private Placement, timing and
completion of any drilling and work programs on the Black Horse
Property, estimates of mineralization from drilling, geological
information projected from sampling results and the potential
quantities and grades of the target zones, potential for minerals
and/or mineral resources, whether the Black Horse Project will meet
the Company's goals and standards for a mining project and
statements regarding the plans, intentions, beliefs, and current
expectations of the Company with respect to the future business
activities and operating performance of the Company that may be
described herein. Forward-looking statements consist of statements
that are not purely historical, including any statements regarding
beliefs, plans, expectations or intentions regarding the future.
Such information can generally be identified by the use of
forwarding-looking wording such as "may", "expect", "estimate",
"anticipate", "intend", "believe" and "continue" or the negative
thereof or similar variations. Readers are cautioned not to place
undue reliance on forward-looking statements, as there can be no
assurance that the plans, intentions or expectations upon which
they are based will occur.
By their nature, forward-looking statements involve numerous
assumptions, known and unknown risks and uncertainties, both
general and specific, that contribute to the possibility that the
predictions, estimates, forecasts, projections and other
forward-looking statements will not occur. These assumptions, risks
and uncertainties include, among other things, the state of the
economy in general and capital markets in particular, accuracy of
assay results, geological interpretations from drilling results,
timing and amount of capital expenditures; performance of available
laboratory and other related services, future operating costs, and
the historical basis for current estimates of potential quantities
and grades of target zones, as well as those risk factors discussed
or referred to in the Company's Management's Discussion and
Analysis for the year ended December 31,
2020, and the period ended September
30, 2021 available at www.sedar.com, many of which are
beyond the control of the Company. Forward-looking statements
contained in this press release are expressly qualified by this
cautionary statement.
The forward-looking statements contained in this press
release are made as of the date of this press release. Except as
required by law, the Company disclaims any intention and assumes no
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
Additionally, the Company undertakes no obligation to comment on
the expectations of, or statements made by, third parties in
respect of the matters discussed above.
Neither the TSX Venture Exchange nor its Regulation
Service Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE North Peak Resources Ltd.