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TORONTO, June 26, 2019 /CNW/ - Nickel Creek Platinum
Corp. (TSX:NCP) ("Nickel Creek" or the "Company")
today announced that it intends to sell, on a non-brokered private
placement basis, in two tranches, approximately 31.7 million units
(the "Units") at a price of $0.041 per Unit for aggregate gross proceeds of
$1.3 million (the "Private
Placement"). Each Unit will consist of one common share in the
capital of the Company (each, a "Common Share") and one
common share purchase warrant (each, a "Warrant"), with each
Warrant exercisable into one Common Share (each, a 'Warrant
Share") at an exercise price of $0.08 for a period of five (5) years from the
date of issuance, subject to adjustment upon certain customary
events. The Warrants, if exercised in full by the holders thereof,
would represent additional gross proceeds to the Company of
$2.6 million.
In connection with the Private Placement, the Company's largest
shareholder, Electrum Strategic Opportunities Fund L.P.
("Electrum"), has agreed to purchase any Units that are
unsubscribed for under the Private Placement up to a maximum
backstop commitment of $1.3
million.
Electrum, Drake Special Situations LLC, Tocqueville Asset
Management, and new investors have agreed to participate in the
Private Placement for an aggregate amount of approximately
$1.0 million in Tranche 1.
Certain directors and officers of the Company together with
Electrum have agreed to participate in Tranche 2 for an aggregate
amount of approximately $0.3 million,
subject to shareholder approval.
Diane Garrett, President and
Chief Executive Officer of Nickel Creek, commented, "We are very
pleased with Electrum's continued commitment to Nickel Creek.
Its support in backstopping this financing underscores the
uniqueness of our flagship asset, Nickel Shäw, and its leverage to
nickel, copper, cobalt and platinum group metals. In
addition, we appreciate the pro rata participation of our other key
shareholders and welcome those new to the registry. The
Company is well positioned to continue its review of accretive
strategic opportunities while continuing to take its Nickel Shäw
project up the value chain by positioning it for future demand of
battery metals."
The net proceeds from the Private Placement will be used to fund
the investigation of strategic transactions, ongoing permitting
activities and holding costs at Nickel Shäw project, general
corporate and working capital purposes, and a potential 2019
geophysics field program.
The Private Placement will be completed in two tranches: a first
tranche ("Tranche 1") of approximately 23.5 million Units
for aggregate gross proceeds of approximately $1.0 million that is expected to close
before July 15, 2019; and a second
tranche ("Tranche 2") of approximately 8.2 million Units for
aggregate gross proceeds of $0.3
million that is expected to close on or before August 31, 2019. Pursuant to section 607(g) of
the Toronto Stock Exchange Company Manual, the Company is required
to obtain approval for Tranche 2 of the Private Placement from
holders of a majority of the Common Shares, excluding those shares
held by insiders participating in the private placement, present in
person or by proxy at a shareholders meeting ("Disinterested
Shareholder Approval") on the basis that the Common Shares
and Warrant Shares issued or issuable in Tranche 2 of the Private
Placement, when aggregated with the Common Shares and Warrant
Shares issued and issuable pursuant to Tranche 1 of the Private
Placement, (i) will dilute the Company's issued and outstanding
shares by greater than 25% and (ii) will result in the issuance of
securities to insiders of greater than 10% of the number of Company
securities currently outstanding. The Company intends to seek such
Disinterested Shareholder Approval at the Company's next annual
general and special meeting to be held on August 28, 2019.
Pursuant to Multilateral Instrument 61-101 - Protection of
Minority Security Holders in Special Transactions ("MI
61-101"), the Private Placement constitutes a "related party
transaction" as insiders of the Company will subscribe for Units.
These transactions will be exempt from the formal valuation and
minority shareholder approval requirements of MI 61-101, as the
fair market value of any Units subscribed for by insiders pursuant
to the Private Placement does not exceed 25% of the Company's
market capitalization.
The closing of the Private Placement is subject to the receipt
of the Disinterested Shareholder Approval (in the case of Tranche 2
only) and remains subject to the approval of the Toronto Stock
Exchange and other customary closing conditions.
The Units will be issued on a private placement basis pursuant
to applicable exemptions from prospectus requirements under
applicable securities laws. The Common Shares and the Warrants (and
any Warrant Shares, as applicable) will be subject to a statutory
hold period of four months and one day from the date of issuance.
The Private Placement is non-brokered and will not result in the
payment of any broker fees or commissions by the Company.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the securities in the United States nor shall there be any sale
of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The securities have not
been and will not be registered under the United States Securities
Act of 1933, as amended (the "1933 Act"), or any state
securities laws and may not be offered or sold in the United States unless registered under the
1933 Act and any applicable securities laws of any state of
the United States or an applicable
exemption from the registration requirements is available.
About Nickel Creek Platinum Corp.
Nickel Creek Platinum Corp. (TSX: NCP; OTCQB: NCPCF) is a
Canadian mining exploration and development company and its
flagship asset is its 100%-owned Nickel Shäw project. The Nickel
Shäw Project is a large undeveloped nickel sulphide project in one
of the most favourable jurisdictions in the world, with a unique
mix of metals including copper, cobalt and platinum group metals.
The Nickel Shäw project has exceptional access to infrastructure,
located three hours west of Whitehorse via the paved Alaska Highway, which further offers
year-round access to deep-sea shipping ports in southern
Alaska. The Company is also investigating other opportunities
for shareholder value creation.
The Company is led by a management team with a proven track
record of successful discovery, development, financing and
operation of large-scale projects. Our vision is to create value
for our shareholders by becoming a leading North American nickel,
copper, cobalt and PGM producer.
Cautionary Note Regarding Forward-Looking Information
This news release includes certain information that may be
deemed "forward-looking information". Forward-looking information
can generally be identified by the use of forward-looking
terminology such as "may", "will", "expect", "intend", "believe",
"continue", "plans" or similar terminology, or negative
connotations thereof. All information in this release, other than
information of historical facts, including, without limitation,
statements relating to the Private Placement (including with
respect to Disinterested Shareholder Approval and the timing of
closing of the Private Placement), and general future plans and
objectives for the Company and the Nickel Shäw project, are
forward-looking information that involve various risks and
uncertainties. Although the Company believes that the expectations
expressed in such forward-looking information are based on
reasonable assumptions, such expectations are not guarantees of
future performance and actual results or developments may differ
materially from those in the forward-looking information.
For more information on the Company and the key assumptions,
risks and challenges with respect to the forward-looking
information discussed herein, and about our business in general,
investors should review the Company's most recently filed annual
information form, and other continuous disclosure filings which are
available at www.sedar.com. Readers are cautioned not to place
undue reliance on forward-looking information. The Company does not
undertake to update any forward-looking information, except in
accordance with applicable securities laws.
SOURCE Nickel Creek Platinum Corp.