Mr.
Patricio Varas reports
NORDEN CROWN ANNOUNCES NON-BROKERED EQUITY FINANCING OF
UP TO $1,350,000, INCLUDING A SHARES FOR DEBT COMPONENT OF
$1,046,219.94, AND CONCURRENT SHARE CONSOLIDATION
Norden Crown Metals Corp. intends to complete a non-brokered private placement offering consisting
of up to 45 million units at a price of three cents per unit on a preconsolidation basis
(up to 4.5 million units at a price of 30 cents per unit on a postconsolidation basis). Each
unit will consist of one common share and one non-transferable common share
purchase warrant. Each Warrant will be exercisable to purchase one common
share of the Company at a price of $0.06 on a pre-consolidation basis ($0.60 on a post-
consolidation basis) for a period of 3 years from the date of closing of the Offering. The
aggregate gross proceeds of the Offering will be up to $1,350,000.
Net proceeds of the Offering will be used to pay outstanding Company debt, and for
working capital and general corporate purposes.
The Offering is expected to close on or about February 22, 2024 (the "Closing Date")
and is subject to receipt of applicable regulatory approvals including acceptance by the
TSX Venture Exchange (the "TSX-V"). The securities issued will be subject to a standard
four month hold period.
Proposed Share Consolidation
The Company also announces that it intends to complete a share consolidation on the
basis of ten existing common shares for one new consolidated common share (the
"Consolidation"), which the Company anticipates completing on the Closing Date. The
Consolidation is subject to acceptance by the TSX-V. In accordance with the Company's
articles, the Consolidation may be approved by the Company's directors, and shareholder
approval is not required. Currently, the Company has 53,024,495 issued and outstanding
common shares, and assuming no additional common shares are issued prior to
completion of the Consolidation (including under the Offering), upon completion of the
Consolidation, there will be 5,302,449 common shares outstanding on a post-
Consolidation basis. The Offering is being conducted on a pre-Consolidation basis and,
accordingly, in addition to such 5,302,449 common shares (assuming completion of the Offering and the Consolidation), an additional 4,500,000 common shares will have been
issued under the Offering for an aggregate post-Consolidation total of 9,802,449 issued
and outstanding common shares.
Shares for Debt
The Company proposes to enter into shares for debt agreements with various creditors
to settle an aggregate of $1,046,219.94 of debt through the issuance of 34,873,998 pre-
Consolidation common shares of the Company at a deemed price of $0.03 per common
share (the "Transaction"), which aggregate debt amount includes $578,219.94 owed to
7 (seven) parties who are (or were in the past) officers and/or directors of the Company.
The Transaction is being completed to settle amounts owed in respect of general
operating expenses, consulting, management, and directors' fees incurred by the
Company.
The Transaction is subject to TSX-V approval and all of the securities issued in connection
with the Transaction will be subject to a standard four month hold period.
The proposed issuances of securities to directors and officers of the Company pursuant
to the Transaction will each be considered a "related party transaction" as defined in
Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special
Transactions ("MI 61-101"). The Company will rely upon exemptions from the valuation
and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b)
and 5.7(1)(e), respectively, with respect to the issuances of securities to the directors and
officers.
About Norden Crown Metals Corp.
Norden Crown is a mineral exploration company focused on the acquisition of base metal
and precious metal mining projects in historical mining districts within safe and
progressive mining jurisdictions. The Company aims to discover new economic mineral
deposits in known mining districts that have seen little or no modern exploration. The
Company is led by an experienced management team and an accomplished technical
team, with successful track records in mineral discovery, mining development and
financing.
We seek Safe Harbor.
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