Mr. Tom Meyer reports
NORTHX NICKEL CORP. ANNOUNCES CLOSING OF NON-BROKERED PRIVATE PLACEMENT AND STRATEGIC INVESTMENT BY MASON RESOURCES INC.
Further to Northx Nickel Corp.'s news release dated April 26, 2024, it has closed its fully subscribed non-brokered private placement of 9,479,166 units of the company at a price of 24 cents per unit for aggregate gross proceeds of $2,275,000.
Each unit comprised one common share of the company and one common share purchase warrant of the company. Each warrant entitles the holder thereof to acquire one common share of the company at a price of 36 cents at any time until May 14, 2027. The warrants are subject to an accelerated expiry date, which comes into effect after Nov. 14, 2024, if the closing price of the common shares of the company on the Canadian Securities Exchange (the CSE) is equal to or greater than 72 cents for a period of 10 consecutive trading days. Should such an event occur, the company may issue an expiry acceleration notice to warrant holders and the expiry date of the warrants will be deemed to be 30 days from the latest date to occur between the date of the notice and the date on which the news release announcing the accelerated expiry period is issued.
The gross proceeds from the sale of the units will be used by the company for continuing reclamation work and general corporate purposes. All securities issued in connection with the offering are subject to a four-month statutory hold period, in accordance with applicable securities laws and the policies of the CSE.
Strategic investment by Mason Resources Inc. and Wallbridge Mining pro rata participation
Pursuant to the offering, Mason Resources Inc. acquired 4,166,667 units (the strategic investment), representing a 14.6-per-cent ownership interest in the company's issued and outstanding common shares on a non-diluted basis and 25.5 per cent on a partially diluted basis assuming the exercise in full of the warrants issued to Mason Resources. Mason Resources has agreed to restrict its exercise of any warrants if doing so would result in Mason Resources owning or controlling more than 19.9 per cent of the then issued and outstanding common shares. Prior to the offering, Mason Resources held no securities of the company.
In connection with the strategic investment, the company entered into an investor rights agreement (the IRA) with Mason Resources, pursuant to which Mason Resources has been granted certain rights in the event it maintains minimum ownership thresholds in the company. So long as Mason Resources holds 10 per cent of the issued and outstanding common shares on a non-diluted basis, it will have the right to designate (the nomination right) up to two nominees to the board of directors of Northx, as well as anti-dilution rights to participate in future financings, including semi-annual top-up rights. Mason Resources' nomination right will decrease to one nominee in the event that it holds 5 per cent or more (but less than 10 per cent) of the issued and outstanding common shares on a non-diluted basis.
In addition, Wallbridge Mining Company Ltd. exercised its pro rata equity participation rights and acquired 1,487,500 units for gross proceeds of $357,000. Wallbridge now owns 4,494,793 common shares and 1,487,500 warrants, representing 15.8 per cent of the issued and outstanding common shares and 19.9 per cent ownership on a partially diluted basis.
Board of director changes
The company is pleased to announce that, pursuant to the IRA, it has appointed Simon Marcotte and Adree DeLazzer to its board. Concurrent with the closing of the offering, David Cobbold, the chair of the board and director of Northx, has tendered his resignation. Mr. Marcotte will assume the position of executive chair of the company.
Management of the company and the board wish to thank Mr. Cobbold for his contributions to the company's formation and guidance through this initial phase of its growth.
President and chief executive officer of Northx, Tom Meyer, stated: "We are delighted to welcome Mason Resources Inc. as a strategic investor of Northx and we look forward to working with Simon and Adree as we continue to advance the high-grade Grasset nickel project in Quebec, Canada. This strategic investment is an endorsement of the quality and value within Northx's asset portfolio and together with the investor interest we received from existing shareholders, including our major shareholder Wallbridge Mining, will allow the company to advance technical and corporate initiatives into 2025."
Mr. Marcotte, newly appointed executive chairman, added: "Partnering with Northx Nickel marks a pivotal step forward for Mason Resources. This alliance underscores a mutual dedication to advancing the Grasset nickel project and maximizing its value. I am excited to serve as executive chairman in this promising venture and eagerly anticipate working alongside Tom and the Northx team."
Mr. Marcotte
Mr. Marcotte is president and chief executive officer of Northern Superior Resources Inc., which is advancing several projects in the rapidly emerging Chibougamau gold camp in Quebec. He was the founder, president and chief executive officer of Royal Fox Gold Inc., until its acquisition by Northern Superior Resources in 2022. Mr. Marcotte's played a pivotal role in the launch of Arena Minerals Inc. within the lithium sector and remained instrumental to the company until its acquisition by Lithium Americas Corp. Mr. Marcotte was a co-founder of Mason Graphite Inc., which was renamed Mason Resources following a strategic transaction with Nouveau Monde Graphite Inc., which he spearheaded as an adviser. He is also a director of Freeman Gold Corp., a company he co-founded. Mr. Marcotte has nearly 25 years of experience in the capital markets, including with CIBC World Markets, Sprott and Cormark Securities. Mr. Marcotte is also actively involved in merchant banking activities in the junior mining industry.
Mr. Marcotte is a CFA charterholder and has a bachelor's degree in business from the University of Sherbrooke.
Adree DeLazzer
Ms. DeLazzer is vice-president, exploration, for Northern Superior Resources since the acquisition of Royal Fox Gold where she acted as vice-president, exploration, since September, 2021. Ms. DeLazzer has been an independent director of Mason Resources since December, 2022.
Prior to joining Royal Fox Gold, and ultimately Northern Superior Resources, Ms. DeLazzer was with Kirkland Lake Gold Ltd., where she held the position of superintendent of geology for the Detour Lake gold mine in Northeastern Ontario, as well as exploration manager responsible for overseeing several multimillion-dollar exploration campaigns covering 1,000 square kilometres of greenstone belt in the Abitibi. She is a skilled exploration professional geologist who was notably an integral part of the 58N zone discovery, and of the large West Detour exploration campaigns of 2020 and 2021.
Ms. DeLazzer has a BSc in earth science from Saint Mary's University in Halifax, N.S., and is registered in Ontario as a professional geologist.
Insider participation
Certain directors and officers of the company participated in the offering and purchased a total of 541,665 units. Participation by the insiders in the offering is considered a related party transaction pursuant to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the insiders' participation in the offering in reliance of sections 5.5(a) and 5.7(a) of MI 61-101, respectively, on the basis that participation in the offering by the insiders did not exceed 25 per cent of the fair market value of the company's market capitalization.
About Northx Nickel Corp.
Northx is a Canadian Ni-Cu-Co-PGE-(nickel-copper-cobalt-platinum group elements)-focused exploration and development company with an extensive portfolio of assets in Quebec and Ontario, Canada. The company's flagship asset is the Grasset project, located within the Abitibi greenstone belt, with an indicated mineral resource of 5.5 Mt (million tonnes) at 1.53 per cent NiEq (nickel equivalent) (such NiEq grade being established based on: 1.22 per cent Ni, 0.13 per cent Cu, 0.03 per cent Co, 0.26 g/t Pt, 0.64 g/t Pd). In addition, the company holds a portfolio of 37 properties and over 300 square kilometres in the world-class mining district of Sudbury, Ont.
Scientific and technical information in this news release has been reviewed and approved by Jacquelin Gauthier, PGeo, vice-president, exploration, of the company and a qualified person for the purpose of National Instrument 43-101 -- Standards of Disclosure for Mineral Projects. On Nov. 28, 2022, the company filed a technical report entitled "NI 43-101 Technical Report for the Grasset Property, Quebec, Canada," with an effective date of Sept. 2, 2022, which is available on the company's SEDAR+ profile.
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