/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
OTTAWA, Dec. 24, 2018 /CNW/ - Northern Shield
Resources Inc. ("Northern Shield" or the "Company") (TSXV: NRN) is
pleased to announce that it has closed the first tranche of a
multi-faceted, non-brokered private placement financing (the
"Offering") of up to 14,000,000 common shares on a non-flow-through
and flow-through basis ("Flow-Through Shares") within the meaning
of the Income Tax Act (Canada). Flow-Through Shares are being
offered at $0.075 per Flow-Through
Share with respect to the Company's properties located in the
Province of Quebec ("Quebec
Flow-Through Shares") and Flow-Through Shares are being offered at
$0.07 per Flow-Through Share with
respect to the Company's property located in the Province of
Nova Scotia ("Federal Flow-Through
Shares"). The Company is also offering units at $0.055 per Unit (each a "Unit"). Each Unit
consists of one common share in the capital of the Company (a
"Common Share") and one-half of one Common Share purchase warrant
(a "Warrant"). Each whole warrant is exercisable for one Common
Share at a price of $0.10 per share
within 12 months of the closing of the Offering. The Offering
is subject to final approval of the TSX Venture Exchange.
The first tranche consisted of 1,333,333 Quebec Flow-Through
Shares issued at $0.075 for proceeds
of $100,000 and 1,428,570 Federal
Flow-Through Shares issued at $0.070
for proceeds of $99,999.90. All
Common Shares issued as part of the Offering are subject to a
statutory hold period of four months and one day from the date of
closing of the Offering. The Company may pay a 6% cash finders fee
where applicable to certain registered brokers and dealers.
All proceeds from the sale of the Quebec Flow-Through Shares
will be used to incur eligible Canadian exploration expenses (the
"Qualifying Expenditures") at the Company's newly acquired gold
projects in the Gaspesie region of Quebec and the proceeds of the sale of all
Federal Flow-Through Shares will be used to incur Qualifying
Expenditures at the Company's gold projects in the Province of
Nova Scotia, prior to December 31, 2019. The Corporation will
renounce the Qualifying Expenditures to subscribers of the
Flow-Through Shares for the fiscal year ended December 31, 2018.
None of the securities sold in connection with the Offering will
be registered under the United States Securities Act of
1933, as amended, and no such securities may be offered or
sold in the United States absent
registration or an applicable exemption from the registration
requirements. This news release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any
sale of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
Northern Shield Resources Inc. is a Canadian-based company
focused on generating high-quality exploration programs with
experience in many geological terranes. It is known as a leader in
executing grass roots exploration program for Ni-Cu-PGEs and
utilizing expertise and innovation toward working on other deposit
types. Seabourne Resources Inc. is a wholly-owned subsidiary of
Northern Shield focussing on epithermal gold and related deposits
in Atlantic Canada and
elsewhere.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Cautionary Statement Regarding Forward-Looking
Statements
This news release contains forward-looking information which
is subject to a variety of risks and uncertainties and other
factors that could cause actual events or results to differ from
those projected in the forward-looking statements. Forward looking
statements in this press release but are not limited to, statements
with respect to the expectations of management regarding the
proposed Offering, the expectations of management regarding the use
of proceeds of the Offering, closing conditions for the Offering,
and Exchange approval of the proposed Offering. These
forward-looking statements are subject to a variety of risks and
uncertainties and other factors that could cause actual events or
results to differ materially from those projected in the
forward-looking information. Risks that could change or prevent
these statements from coming to fruition include the Company may
not complete the Offering on terms favorable to the Company or at
all; the Exchange may not approve the Offering; the proceeds of the
Offering may not be used as stated in this news release; the funds
raised from the sale of the Flow-Through Shares may not be
renounced in favour of the FT Share holders; the Company ma be
unable to satisfy all of the conditions to the closing. The
forward-looking information contained herein is given as of the
date hereof and the Company assumes no responsibility to update or
revise such information to reflect new events or circumstances,
except as required by law.
SOURCE Northern Shield Resources Inc.