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TORONTO, March 26, 2020 /CNW/ - Nickel Creek Platinum
Corp. (TSX: NCP) ("Nickel Creek" or the "Company")
announces that the terms of the previously announced non-brokered
private placement (see news release dated March 11, 2020) have been amended to reflect the
current market conditions amid the Covid-19 outbreak. The Company
now proposes to sell, on a non-brokered private placement basis, in
up to two tranches, up to approximately 71.3 million units (the
"Units") at a price of $0.05
per Unit and/or "flow-through units" for aggregate gross proceeds
to the Company of up to approximately $3.7
million (collectively, the "Private Placement").
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 up to $2.2
million of Units at $0.05 per
Unit. 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 $0.10 for a
period of five (5) years from the date of issuance, subject to
adjustment upon certain customary events
In connection with funding the 2020 exploration program (see
below), the Company also announces that it intends to complete an
additional non-brokered private placement of up to approximately
27.3 million "flow-through" units of the Company ("FT
Units") at a price of $0.055 per
FT Unit for aggregate proceeds of approximately $1.5 million. Each FT Unit will consist of one
(1) "flow-through" common share (each a "FT Share") and one
(1) common share purchase warrant (each a "FT Warrant"),
with each FT Warrant exercisable for one common share (each a
"Warrant Share") at an exercise price of $0.10 for a period of five (5) years from the
date of issuance, subject to adjustment upon certain customary
events (collectively, the "Flow-Through Offering"). The FT
Shares and FT 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 closing of the Flow-Through Offering
remains subject to the approval of the Toronto Stock Exchange and
other customary closing conditions.
The Company intends to use the net proceeds to conduct an
exploration drill, geophysics and sampling program during the third
quarter of 2020 at its 100% owned Nickel Shäw Project (the
"Project") located in the Yukon,
Canada, ongoing permitting and holding costs for the Project
and for general working capital purposes.
The Warrants and/or FT Warrants, if exercised in full by the
holders thereof, would represent additional gross proceeds to the
Company of approximately $7.1
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 up to $2.2
million. To the extent that the subscription of Electrum
(and any other insiders) would result in the issuance of securities
to insiders of greater than 10% of the number of Company securities
currently outstanding, the Company will be required to obtain
approval for the issuance of such securities to Electrum (and any
other such insiders) pursuant to section 607(g) of the Toronto
Stock Exchange Company Manual from the 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. If required, the Company will seek
such disinterested shareholder approval at the Company's next
annual general and special meeting in 2020.
The net proceeds from the Private Placement will be used to fund
the investigation of strategic opportunities, ongoing permitting
activities and holding costs at the Project, general corporate
expenses and working capital purposes, and the 2020 exploration
program, with all gross proceeds derived from the sale of any FT
Units being used by the Company to fund "Canadian exploration
expenses" that will qualify as "flow-through mining expenditures",
each as defined under the Income Tax Act (Canada).
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 Electrum (and certain other insiders of the
Company) will subscribe for Units or FT 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 or FT 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 remains subject to the
approval of the Toronto Stock Exchange and other customary closing
conditions.
The Units and FT Units will be issued on a private placement
basis pursuant to applicable exemptions from prospectus
requirements under applicable securities laws. The Common Shares,
the FT Shares, the Warrants and the FT Warrants (and any Warrant
Shares and/or FT Warrant Shares, as applicable) will be subject to
a statutory hold period of four months and one day from the date of
issuance.
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.
2020 Exploration Program
On December 18, 2019, the Company
announced the results of its geophysics program on the Quill
exploration target, which is adjacent to the main resource, but
within the Nickel Shäw project land package. The results of the
geophysics program, which was designed to target areas of massive
sulfides, identified several strong conductors and supports the
Company drill testing some of these targets. The Company has
identified two main target areas for drill testing (see Figure 2,
December 18, 2019 news release).
Target A was modelled as several plates spanning an overall strike
length of 800 metres and a dip extent of 200 metres. Target A has a
conductivity-thickness greater than 5,000 Siemens, strikes
east-northeast and dips steeply to the south-southeast, and is
located south of the interpreted ultramafic sill-country rock
contact in the structural hanging wall of the sill. A
conductivity-thickness greater than 5,000 Siemens could only be
caused by connected sulphides or significant thicknesses of
graphite. The Target A conductor could potentially be the result of
Ni-Cu-PGM bearing magmatic sulphides, Ni-Cu-PGM poor magmatic
sulphides, syngenetic (exhalative) sulphides within the country
rock or a thick layer of graphite. Although graphite is a possible
cause of the anomaly, no significant graphite has ever been
identified within the Nickel Shäw Complex, making the target
prospective. Target A does not extend to the surface and will
require drill testing to determine the cause of this strong
conductor and the Company is planning a 1,000 metre drill program
to test Target A. Target B consists of a single plate model and is
located at the northern ultramafic sill-country rock contact in the
structural footwall of the sill. It is interpreted to be
sub-horizontal, lies 30 metres below the surface, is 50 by 50
metres in size and is deemed a secondary drilling target. The
Company plans a 200 metre drill program to test Target B.
In addition, as a result of the success of the 2019 geophysical
program, the Company plans to conduct additional Electromagnetic
(EM) geophysical surveys at Arch, Burwash and the main Wellgreen
deposit. Geologic mapping and surface sampling are also planned for
near surface targets identified in the Electromagnetic survey.
Subject to financing, the above noted 2020 exploration may be
adjusted or amended.
Scientific and Technical Information
The scientific and technical information disclosed in this news
release was reviewed and approved by James
Berry, Nickel Creek's Chief Geologist and a "Qualified
Person" as defined in National Instrument 43-101 – Standards of
Disclosure for Mineral Projects.
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
and is 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 and the timing of
closing of the Private Placement, statements with respect to the
Company's 2019 and 2020 exploration, drilling, geophysics and
sampling programs (and the results and potential results thereof),
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.