Noront Resources Announces Closing of Private Placement With RCF V Annex Fund L.P. and Amended Debt Arrangement With Resource...
October 12 2017 - 9:05AM
Noront Resources Ltd. (“Noront” or the “Company”) (TSX Venture:NOT)
is pleased to announce the closing of a non-brokered private
placement of 3,400,000 common shares at a price of $0.3675 per
share with RCF V Annex Fund L.P. (“RCF V Annex”) for gross proceeds
of $1,249,500.
Proceeds from the private placement will be used
to support the negotiation of a Pre-development Agreement (PDA) for
the Eagle’s Nest nickel, copper, platinum, palladium mine with our
First Nation partners. As previously announced, the Company
signed an Exploration and Project Advancement Agreement with Marten
Falls First Nation, which committed both parties to complete the
PDA within a year. The PDA details how the two parties will
work together during the permitting, construction and operation of
the mine and is used to inform the final feasibility study and the
ultimately the Impact Benefit Agreement (IBA).
The Company is also pleased to announce that it
has entered into a third amending agreement dated October 4, 2017
(the “Third Amending Agreement”) with its largest shareholder,
Resource Capital Fund V L.P. (“RCF V”), an affiliate of RCF V Annex
(together “RCF”), to extend the term of its existing US$15 million
convertible debenture (the “Convertible Debenture”). The
maturity date of the Convertible Debenture has been extended until
June 30, 2018 (previously December 31, 2017) with all other terms
and conditions remaining the same. Interest is paid in common
shares, subject to TSX approval, quarterly in arrears with the
interest rate remaining the same at 8% per annum. The
Convertible Debenture may be converted into common shares of the
Company at the option of RCF V at a price of $0.34 cents per share
at any time prior to June 30, 2018.
Certain of the transactions described in this
news release between the Company and RCF constituted “related party
transactions” within the meaning of Multilateral Instrument 61-101
– Protection of Minority Shareholders in Special Transactions ("MI
61-101”). For these transactions the Company intends to rely
on the exemption from the formal valuation requirements of MI
61-101 contained in section 5.5(b) of MI 61-101 on the basis that
no securities of the Company are listed on a specified market set
out in such section, and the Company intends to rely on the
exemption form the minority shareholder approval requirements of MI
61-101 contained in Section 5.7(1)(e) of MI 61-101 on the basis
of that the transaction value does not exceed 25% of the
Company’s market capitalization.
The shares issued under the private placement to
RCF V Annex are subject to a four month hold period which will
expire on February 11, 2018.
RCF Interest Payment
The Company also announces that payment of
interest in the amount of $374,160 for the third quarter of 2017
pursuant to the Convertible Debenture has been satisfied by
delivery of 1,160,906 common shares of the Company (the “Interest
Shares”) at an effective price of $0.3223 per Interest Share.
The Interest Shares were delivered on October 11, 2017
subject to a four month hold period, expiring on February 12,
2018.
The calculation of the number of Interest Shares
issued was based on the volume weighted average trading price of
the common shares of the Company during the 20 trading days prior
to September 30, 2017. After giving effect to the private placement
and the issuance of the Interest Shares, there are 344,961,661
common shares of the Company issued and outstanding.
About Noront Resources Noront Resources Ltd. is focused on the
development of its high-grade Eagle’s Nest nickel, copper, platinum
and palladium deposit and the world class chromite deposits
including Blackbird, Black Thor, and Big Daddy, all of which are
located in the James Bay Lowlands of Ontario in an emerging metals
camp known as the Ring of Fire. www.norontresources.com.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
For more information:
Janice Mandel janice.mandel@stringcom.com (647)
300-3853
CAUTIONARY NOTE REGARDING
FORWARD-LOOKING INFORMATION
This press release includes certain
“forward-looking information” within the meaning of applicable
Canadian securities legislation.
Forward-looking information is based on
reasonable assumptions that have been made by Noront as at the date
of such information and is subject to known and unknown risks,
uncertainties and other factors that may cause the actual results,
level of activity, performance or achievements of Noront to be
materially different from those expressed or implied by such
forward-looking information, including but not limited to: the
impact of general business and economic conditions; that all
conditions precedent to the transactions will be met; risks related
to government and environmental regulation, actual results of
current exploration activities, conclusions of economic evaluations
(including those contained in the Feasibility Study) and changes in
project parameters as plans continue to be refined; problems
inherent to the marketability of base and precious metals; industry
conditions, including fluctuations in the price of base and
precious metals, fluctuations in interest rates; government
entities interpreting existing tax legislation or enacting new tax
legislation in a way which adversely affects Noront; stock market
volatility; competition; risk factors disclosed in Noront’s most
recent Management’s Discussion and Analysis and Annual Information
Form, available electronically on SEDAR; and such other factors
described or referred to elsewhere herein, including unanticipated
and/or unusual events. Many such factors are beyond Noront’s
ability to control or predict.
Although Noront has attempted to identify
important factors that could cause actual results to differ
materially, there may be other factors that cause results not to be
as anticipated, estimated or intended. There can be no assurance
that forward-looking information will prove to be accurate as
actual results and future events could differ materially from those
reliant on forward-looking information.
All of the forward-looking information given in
this press release is qualified by these cautionary statements and
readers are cautioned not to put undue reliance on forward-looking
information due to its inherent uncertainty. Noront disclaims any
intent or obligation to update any forward-looking information,
whether as a result of new information, future events or results or
otherwise, except as required by law. This forward-looking
information should not be relied upon as representing the Company’s
views as of any date subsequent to the date of this press
release.
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