/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES/
TORONTO, May 11, 2022 /CNW/ - Nickel Creek Platinum Corp. (TSX: NCP) ("Nickel Creek" or the "Company") is pleased to announce that it has closed its previously announced private placement (the "Private Placement") pursuant to which the Company is issuing a total of 3,197,060 units ("Units") for gross proceeds of approximately $0.3 million and 25,539,500 "flow-through" units ("FT Units") for gross proceeds to the Company of $2.4 million, for total gross proceeds of approximately $2.7 million. All dollars are denominated in Canadian dollars.
The Units were priced at $0.085 with each Unit consisting of one common share in the capital of the Company (each, a "Common Share") and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"), with each Warrant exercisable for one Common Share (each, a "Warrant Share") at an exercise price of $0.125 for a period of three (3) years from the date of issuance, subject to adjustment upon certain customary events. Each FT Unit was priced at $0.095 with each FT Unit consisting of one "flow-through" common share (each, a "FT Share") and one-half of one common share purchase warrant (each whole FT Share purchase warrant, a "FT Warrant"), with each FT Warrant exercisable for one Common Share (each, a "FT Warrant Share") at an exercise price of $0.125 for a period of three (3) years from the date of issuance, subject to adjustment upon certain customary events.
On April 20, 2022, the Company announced that its largest shareholder, Electrum Strategic Opportunities Fund L.P. ("Electrum"), exercised approximately 11.4 million warrants for approximately $911,000. Electrum invested an additional $100,000 in the Private Placement for a total investment exceeding $1.0 million.
Stuart Harshaw, President and Chief Executive Officer of Nickel Creek, commented: "The completion of this capital raise allows us to build upon the success of our 2021 drilling campaign on the Arch target where we intersected high-grade nickel sulphides. In addition, we expect to carry out all the necessary field work to advance our 100%-owned Nickel Shäw Project towards Pre-Feasibility Study ("PFS"). This strategy should allow Nickel Creek to capitalize on an exceptionally strong nickel outlook, particularly at a time when so few emerging producers are located in safe geo-political jurisdictions such as the Yukon, Canada."
All shares and warrants issued under the Private Placement will be subject to a statutory four-month hold period from the date of closing.
In connection with the issuance of the 25,539,500 FT Units, certain finders received payment of a finder's fee equal to 6% of the gross proceeds received by the Company from the sale of FT Units, which finder's fees were payable in Units (1,712,649) at an implied issue price of the Units.
The Warrants and FT Warrants, if exercised in full by the holders thereof, would represent additional gross proceeds to the Company of approximately $1.9 million.
The gross proceeds from the Private Placement will be used to fund the Company's 2022 exploration program, the investigation of strategic opportunities, ongoing permitting activities and holding costs at the Nickel Shäw Project, and for general corporate expenses and working capital purposes, with the gross proceeds derived from the sale of the FT Units being used by the Company solely 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) have subscribed for Units. These transactions are 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 do not exceed 10% of the Company's market capitalization.
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 with a unique mix of metals including copper, cobalt and platinum group metals, located in the Yukon, Canada, one of the most favourable jurisdictions in the world. 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 with respect to the Company's 2022 exploration program (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.
For further information: Nickel Creek Platinum Contact: Stuart Harshaw, President & Chief Executive Officer, 1-416-304-9318, firstname.lastname@example.org