/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
OTTAWA,
ON, July 21, 2023 /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 non-brokered, private placement of 3,800,000
common shares for total proceed $190,000 (the "Offering").
The first tranche Offering was comprised of 3,800,000 units
("Units") at $0.05 per unit for
aggregate gross proceeds of $190,000
with each Unit consisting of one common share in the capital of the
Company (a "Common Share") and one Common Share purchase warrant (a
"Warrant"), with each whole Warrant exercisable for one Common
Share at a price of $0.10 per share
within 24 months of the closing. Proceeds from the Offering will be
used primarily for working capital purposes and exploration
expenses at the Root & Cellar Property.
A director and officer of the Company acquired 1,500,000 Units
for proceeds of approximately $75,000. The issuance of securities to an
insider pursuant to the Offering (the "Insider Participation")
constitutes a related party transaction within the meaning of TSX
Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 ("MI
61-101"). The Company has relied on exemptions from the
formal valuation and minority shareholder approval requirements
contained in sections 5.5(a)and 5.7(1)(a) of MI 61-101 in respect
of the Insider Participation as neither the fair market value of
the subject matter of, nor the fair market value of the
consideration for, the Insider Participation, insofar as it
involved related parties, exceeded 25% of the Company's market
capitalization. Further details will be included in a
material change report to be filed by the Company in due course.
The material change report will not be filed more than 21 days
prior to the closing of the Offering as the level of insider
participation was not known at that time.
Securities issued under the Offering are subject to restrictions
on resale for a period of four months from the date of closing. The
Offering is subject to final approval of the TSX Venture
Exchange.
A second tranche is expected to consist primarily of
flow-through units ("Flow-Through Units") at $0.065 per unit with each Flow-Through Unit
consisting of one Common Share issued on a flow-through basis
within the meaning of the Income Tax Act (Canada) and one-half of one Common Share
purchase warrant (an "FT Warrant"). Each whole FT Warrant
will be exercisable for one Common Share at a price of $0.125 per share within 24 months of
closing.
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.
About Northern Shield
Resources
Northern Shield Resources Inc. is a Canadian-based company known
as a leader in generating high-quality exploration targets that
views greenfield exploration as an opportunity. An opportunity
to find a Tier 1 asset, near surface, and at relatively low cost.
It implements a model driven approach in exploration to reduce any
risk associated with early-stage projects for ourselves, our
shareholders, and the environment. It is this approach that led to
the discovery of an alkaline driven gold-silver-tellurium-porphyry
copper system at its Root & Cellar Project in Newfoundland.
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
Offering, the expectations of management regarding the use of
proceeds of the Offering and the participations of insiders,
closing conditions for the Offering, and TSX Venture Exchange final
approval of the 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 TSX Venture Exchange may not provide final approval of
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 holders;
the Company may be unable to satisfy all of the conditions to the
closing required by the TSX Venture Exchange and the insider may
ultimately choose not to participate. 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.
