VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec. 19, 2014) -
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES
Copper North Mining Corp. ("Copper North" or the "Company") (TSX VENTURE:COL) announces that it expects to complete the over-subscribed flow-through portion of the non-brokered private placement (the "Private Placement") announced on November 24, 2014 on December 22, 2014.
The flow-through portion of the Private Placement consists of 9,639,666 flow-through shares (increased from the previously announced amount of 5,000,000 flow-through shares) at a price of $0.06 per flow-through share for aggregate gross proceeds of $578,380. Upon completion of the flow-through Private Placement, the Company will pay aggregate finders' fees in the aggregate amount of $42,509 in cash and 687,483 finders' warrants whereby each finders' warrant entitles the holder to purchase one additional common share of the Company at a price of $0.06 for a period of two years from the date of issuance.
All flow-through shares, finders' warrants and any shares issued upon exercise of finders' warrants will be subject to a four-month hold period commencing on the date of issuance of the flow-through shares and finders' warrants. The Company intends to use the proceeds from the flow-through portion of the Private Placement for exploration at the Carmacks Project and at the Thor property.
The Company anticipates that the unit portion of the Private Placement, consisting of the sale of up to 15 million units (the "Units"), will be completed in early January 2015. As previously disclosed, each Unit will consist of one common share of the Company (a "Share") and one half of one non-transferable warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to purchase one additional Share at a price of $0.09 for a period of 24 months from the issuance date. The Company intends to use the proceeds from the Unit portion of the Private Placement to complete the technical review, and working capital and general corporate purposes.
Harlan Meade, President and CEO of the Company of the Company, purchased 340,000 flow-through shares. His participation in the Private Placement constitutes a "related party transaction" as defined in Multilateral Instrument 61-101 ("MI 61-101"). This transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of the securities issued to, nor the consideration paid by, such directors and officers exceeds 25% of the Company's market capitalization.
The Company did not file a material change report more than 21 days before the expected closing of the Private Placement as the details of the participation therein by related parties of the Company were not settled until shortly prior to closing of the Private Placement and the Company wished to close on an expedited basis for sound business reasons.
The Private Placement is subject to TSX Venture Exchange approval.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable securities laws or an exemption from such registration is available.
On behalf of the Board of Directors:
Dr. Harlan Meade
President, CEO and Director
About Copper North
Copper North is a Canadian mineral exploration and development company. Copper North's assets include the Carmacks Project located in the Yukon, the Redstone property located in the Northwest Territories, and the Thor property in British Columbia. Copper North trades on the TSX Venture Exchange under the symbol COL.
This news release includes certain forward-looking information or forward-looking statements for the purposes of applicable securities laws. Forward-looking statements can be identified by the use of words and phrases such as "plans", "anticipates", "intends", "expects" or "does not expect" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" "occur" or "be achieved". These statements include, among others, statements with respect to the expected completion of the flow-through portion of the Private Placement, the use of proceeds from the Private Placement and the anticipated completion of the Unit portion of the Private Placement. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements to differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include, among others, the timing and success of future exploration and development activities, exploration and development risks, market prices, exploitation and exploration results, availability of capital and financing, general economic, market or business conditions, uninsured risks, regulatory changes, defects in title, availability of personnel, materials and equipment, unanticipated environmental impacts on operations and other exploration risks detailed herein and from time to time in the filings made by the Company with securities regulators. In making the forward-looking statements, the Company has applied several material assumptions including, but not limited to, the assumptions that TSX Venture Exchange approval will be received on December 22, 2014; the flow-through portion of the Private Placement will be completed on December 22, 2014; and any additional financing needed will be available on reasonable terms. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise except as otherwise required by applicable securities legislation.
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. |