/THIS NEWS RELEASE DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF NEW FOUND
GOLD CORP.'S SECURITIES IN THE UNITED STATES/
New Found Gold Corp. (“New Found” or the
“Company”) (TSXV: NFG, NYSE American: NFGC) is pleased to
provide an update regarding the previously announced non-brokered
private placement with Mr. Eric Sprott of 5 million common shares
of New Found (the “Common Shares”), at a price of C$9.60 per
Common Share, for gross proceeds of C$48 million (the
“Offering”).
The Company has agreed with Mr. Eric Sprott that the Common
Shares will qualify as “flow-through shares” (within the meaning of
subsection 66(15) of the Income Tax Act (Canada)). All other terms
of the Offering remain the same.
The gross proceeds of the Offering will be used by the Company
to incur eligible “Canadian exploration expenses” that will qualify
as “flow-through mining expenditures” as such terms are defined in
the Income Tax Act (Canada) (the “Qualifying
Expenditures”) related to the Company’s Queensway Project
located in Newfoundland, Canada and on the Company’s Lucky Strike
Project located in Ontario, Canada.
The Offering is subject to the satisfaction of customary closing
conditions, including the approval of the TSX Venture Exchange (the
“TSXV”) and approval by the shareholders of the Company if
required by the TSXV.
Mr. Sprott currently beneficially owns 31,601,200 common shares
of New Found. Upon closing of the Offering, Mr. Sprott will
beneficially own 36,601,200 common shares of New Found. Mr. Sprott
is considered a “related party” of New Found and, accordingly, the
Offering constitutes a “related party transaction” within the
meaning of Multilateral Instrument 61-101 (“MI 61-101”). The
Offering was exempt from the minority approval requirement of
Section 5.6 and the formal valuation requirement of Section 5.4 of
MI 61-101 as neither the fair market value of the Offering, nor the
fair market value of the consideration of the Offering, exceeded
25% of New Found’s market capitalization.
In the event the TSXV requires shareholder approval of the
Offering, the Company will call a special meeting of its
shareholders. The Offering is expected to close shortly after all
necessary approvals are obtained.
Any securities issued pursuant to the Offering will be subject
to a hold period under applicable Canadian securities laws, which
will expire four months plus one day from the date of closing of
the Offering. A 1% finders’ fee is payable in connection with the
Offering.
The securities to be issued under the Offering have not been,
and will not be, registered under the United States Securities Act
of 1933, as amended (the "U.S. Securities Act") and may not
be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the U.S.
Securities Act. This news release does not constitute an offer to
sell or a solicitation of an offer to buy any of New Found’s
securities in the United States.
About New Found Gold Corp.
New Found holds a 100% interest in the Queensway Project,
located 15km west of Gander, Newfoundland, and just 18km from
Gander International Airport. The project is intersected by the
Trans-Canada Highway and has logging roads crosscutting the
project, high voltage electric power lines running through the
project area, and easy access to a highly skilled workforce. The
Company is currently undertaking a 400,000m drill program at
Queensway. The Company is well funded for this program with a
current working capital balance of approximately $98 million, which
is anticipated to increase to approximately $143 million on closing
of the Offering. Note that the Offering is subject to the
satisfaction of customary closing conditions, including the
approval of the TSX Venture Exchange (the “TSXV”) and approval by
the shareholders of the Company if required by the TSXV.
Please see the Company’s website at www.newfoundgold.ca and the
Company’s SEDAR profile at www.sedar.com.
To contact the Company, please visit the Company’s website,
www.newfoundgold.ca and make your request through our investor
inquiry form. Our management has a pledge to be in touch with any
investor inquiries within 24 hours.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Forward-Looking Statement Cautions
This press release contains certain "forward-looking statements"
within the meaning of Canadian securities legislation, relating to
the Offering, use of proceeds of the Offering; tax treatment of the
flow-through shares; and the timing of the renunciation of the
Qualifying Expenditures. TSXV approval of the Offering, the
requirement for and timing of shareholder approval of the Offering,
the closing of the Offering, and the timing related thereto,
drilling on the Queensway gold project and funding of the drilling
program. Although the Company believes that such statements are
reasonable, it can give no assurance that such expectations will
prove to be correct. Forward-looking statements are statements that
are not historical facts; they are generally, but not always,
identified by the words "expects," "plans," "anticipates,"
"believes," "intends," "estimates," "projects," "aims," "suggests,"
"potential," "goal," "objective," "prospective," "possibly," and
similar expressions, or that events or conditions "will," "would,"
"may," "can," "could" or "should" occur, or are those statements,
which, by their nature, refer to future events. The Company
cautions that forward-looking statements are based on the beliefs,
estimates and opinions of the Company's management on the date the
statements are made, and they involve a number of risks and
uncertainties. Consequently, there can be no assurances that such
statements will prove to be accurate and actual results and future
events could differ materially from those anticipated in such
statements. Except to the extent required by applicable securities
laws and the policies of the TSXV or the NYSE American, the Company
undertakes no obligation to update these forward-looking statements
if management's beliefs, estimates or opinions, or other factors,
should change. Factors that could cause future results to differ
materially from those anticipated in these forward-looking
statements include risks associated with the Company's ability to
satisfy the conditions to close the Offering, including the
Company's ability to obtain all necessary shareholder and stock
exchange approvals, possible accidents and other risks associated
with mineral exploration operations, the risk that the Company will
encounter unanticipated geological factors, risks associated with
the interpretation of assay results and the drilling program, the
possibility that the Company may not be able to secure permitting
and other governmental clearances necessary to carry out the
Company's exploration plans, the risk that the Company will not be
able to raise sufficient funds to carry out its business plans, and
the risk of political uncertainties and regulatory or legal changes
that might interfere with the Company's business and prospects. The
reader is urged to refer to the Company's Annual Information Form
and Management's discussion and Analysis, publicly available
through the Canadian Securities Administrators' System for
Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com
for a more complete discussion of such risk factors and their
potential effects.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211111005992/en/
New Found Gold Corp. Per: "Craig Roberts" Craig Roberts,
P.Eng., Chief Executive Officer Email: croberts@newfoundgold.ca
Phone: + 1 (910) 406 2407
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