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TORONTO,
July 15, 2019
/CNW/ - Nickel Creek Platinum Corp. (TSX:NCP) ("Nickel
Creek" or the "Company") is pleased to announce that it has closed
Tranche 1 of its previously announced private placement (the
"Private Placement") pursuant to which the Company issued a total
of 23,139,092 units ("Units") for gross proceeds to the Company of
approximately $949 thousand.
The Units were priced at $0.041 with
each Unit consisting 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.
As noted in the June 26,
2019 news release, the Company intends to complete its
non-brokered private placement, in two tranches. Tranche 1
has closed. Tranche 2 will consist of approximately 8.6
million Units for aggregate gross proceeds of approximately
$351 thousand 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 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 2019
geophysics field program.
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 news 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.