01:53:09 EDT Wed 24 Apr 2024
Enter Symbol
or Name
USA
CA



Northcore Resources Inc
Symbol NCR
Shares Issued 101,778,221
Close 2014-07-25 C$ 0.005
Market Cap C$ 508,891
Recent Sedar Documents

Northcore to proceed with rollback, arranges placement

2014-07-29 14:22 ET - News Release

Mr. Garry Majerle reports

NORTHCORE-SHARE CONSOLIDATION 20:1, PRIVATE PLACEMENT PRICE RESERVATION AND BONUS SHARES PAYABLE ON 1 YEAR LOAN

Northcore Resources Inc. is proceeding with the share consolidation of 20 preconsolidation common shares for one postconsolidation common share. The corporation is in the process of completing the necessary filings with the TSX Venture Exchange and will contact Computershare, its corporate stock transfer agent, to proceed with the share consolidation as soon as the regulatory approvals have been obtained.

Letters of transmittal with respect to the consolidation will be mailed out to all registered shareholders by Computershare. The letter of transmittal describes the process by which registered shareholders may obtain new certificates representing consolidated common shares, and all registered shareholders of the company will be required to send their certificates representing preconsolidation common shares with a properly executed letter of transmittal to Computershare, in accordance with the instructions provided in the letter of transmittal. No fractional common shares will be issued. Where the consolidation results in a fractional common share, the number of postconsolidation common shares will be rounded down to a lower unit where the fraction obtained is less than 0.5, and rounded up to the higher unit where the fraction obtained is equal to or greater than 0.5. Shareholders who hold their common shares through a broker or other intermediary and do not have common shares registered in their name will not need to complete a letter of transmittal; the exchange will be completed by their broker or intermediary.

The consolidation was approved at the annual and special meeting of shareholders of Northcore held on Tuesday, Feb. 25, 2014. The share consolidation resolution was approved by more than 87.38 per cent of the votes cast for that resolution. On a postconsolidation basis, there will be 5,088,911 common shares outstanding before the completion of the proposed private placement. The corporation will issue a future news release announcing the effective date of the consolidation and the Cusip number of the postconsolidated common shares as soon as the regulatory approvals are obtained.

Private placement

The corporation will also file with the TSX-V a price reservation allowing it to complete a private placement of up to five million units at five cents per unit for gross proceeds of $250,000. This placement will be done on a postconsolidation basis.

Each unit will consist of one postconsolidation common share and one postconsolidation common share purchase warrant. Each warrant will give the holder the right to acquire an additional postconsolidation common share at a price of 10 cents per share for a period of 24 months following the closing of the private placement.

This placement will be a non-brokered placement made with accredited investors and other qualified purchasers. A 7-1/2-per-cent cash commission will be paid, and a 7-1/2-per-cent broker warrants commission will be paid to qualified recipients. The broker warrant will give the holder the right to acquire postconsolidation common shares at a price of 10 cents per share for a period of 12 months following the closing of the private placement.

The use of proceeds of the placement will be for corporate cash flow purposes.

Other news

The corporation recently entered into a one-year loan agreement with an arm's-length entity for loan proceeds of $20,000. Under the terms of this loan, the interest rate will be 12 per cent per annum, calculated and payable monthly. In addition, 80,000 bonus postconsolidation shares will be issued to the lender on or prior to Aug. 21, 2014. The proceeds of the loan will be used for corporate cash flow purposes.

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