TSX Venture Exchange Symbol: NCX
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OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY
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VANCOUVER, BC, March 18, 2021 /CNW/ - Northisle Copper and
Gold Inc. (TSXV: NCX) ("Northisle" or the "Company") is
pleased to announce that it has closed the Company's previously
announced non-brokered private placement (the "Placement").
Pursuant to the Placement, the Company issued 21,473,243 common
shares of the Company (the "Common Shares") consisting of: (i)
2,240,780 Common Shares at a price of C$0.262 per Common Share (the "NFT Offering");
(ii) 11,329,472 Common Shares that qualify as "flow-through shares"
for purposes of the Income Tax Act (Canada) (the "Tax Act") at a price of
$0.31 per Common Share (the "FT
Offering"); and (iii) 7,902,991 Common Shares that qualify as
"flow-through shares" for purposes of the Tax Act at a price of
$0.38 per Common Share (the "Charity
FT Offering" and together with the NFT Offering and the FT
Offering, the "Offering") for gross proceeds to the Company of
approximately C$7,102,357. The Common
Shares issued pursuant to the Placement are subject to a four month
hold period in accordance with applicable Canadian securities
laws.
The gross proceeds from the FT Offering and Charity FT Offering
will be used to incur expenses ("qualifying expenses") that are
eligible "Canadian exploration expenses" and "flow-through mining
expenditures" within the meaning of subsection 66.1(6) and
subsection 127(9) of the Tax Act, respectively, and will also be
eligible for British Columbia's
20% flow-through share tax credit. The net proceeds from the NFT
Offering will be used to advance the North Island Project and for
general working capital purposes.
The Company's 2021 exploration program has now commenced, with
drill pad construction complete and the drill in place at the
Pemberton Hills target on the North Island Project. In parallel,
the Company is continuing the planning for critical trade-off
studies, environmental baseline work and other long-lead items in
support of determining the scope of a pre-feasibility study in H2
2021. Northisle will continue to proactively engage with First
Nations, local communities, government and key project stakeholders
in support of the responsible development of the project.
Dale Corman, a director of the
Company, Sam Lee, a director and
officer of the Company and Nicholas Van
Dyk, an officer of the Company participated in the Placement
by purchasing an aggregate of 1,065,421 Common Shares. Accordingly,
the Placement constitutes a related-party transaction under
Multilateral Instrument 61-101 - Protection of Minority Security
Holders in Special Transactions ("MI 61-101"). The transaction is
exempt from the formal valuation and minority shareholder approval
requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a)
of MI 61-101 as neither the fair market value of any securities
issued to nor the consideration paid by Dale Corman, Sam
Lee or Nicholas Van Dyk would
exceed 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 Placement as the details of the Placement
and the participation therein by related parties of the Company
were not settled prior to the closing of the Placement and the
Company wished to close on an expedited basis for sound business
reasons.
In connection with the Placement and in accordance with the
rules and policies of the TSX Venture Exchange, finder's fees
totaling approximately C$206,226 in
cash were paid to PI Financial Corp., Agentis Capital Partners and
Red Cloud Securities Inc.
About Northisle
Northisle Copper and Gold Inc. is a
Vancouver based company whose
mission is to become Canada's
leading sustainable mineral resource company for the future.
Northisle owns the North Island Project, which is one of the most
promising copper and gold porphyry deposits in Canada. The North Island Project is located
near Port Hardy, British Columbia
on a 33,149-hectare block of mineral titles 100% owned by Northisle
stretching 50 kilometres northwest from the now closed Island
Copper Mine operated by BHP Billiton. The Company recently
completed a preliminary economic assessment which demonstrated the
potential of the Red Dog and Hushamu deposits and is aggressively
advancing its exploration and development program in 2021.
For more information on Northisle please visit the
Company's website at www.northisle.ca.
On behalf of Northisle Copper and Gold Inc.
Nicholas Van Dyk, CFA
Vice President, Corporate Development and Investor Relations
Tel: (778) 655-9582
Email: info@northisle.ca
www.northisle.ca
This news release does not constitute an offer to sell or a
solicitation of an offer to buy 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 or to U.S.
Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
Cautionary Statements regarding Forward-Looking
Information
Certain information in this news release
constitutes forward-looking statements under applicable securities
law. Any statements that are contained in this news release that
are not statements of historical fact may be deemed to be
forward-looking statements. Forward-looking statements are often
identified by terms such as "may", "should", "anticipate",
"expect", "intend" and similar expressions. Forward-looking
statements in this news release include, but are not limited to,
statements relating to the anticipated use of proceeds from the
Offering, as well as any other future plans, objectives or
expectations of Northisle. Forward-looking statements necessarily
involve known and unknown risks, including, without limitation,
Northisle's ability to implement its business strategies; risks
associated with mineral exploration and production; risks
associated with general economic conditions; adverse industry
events; marketing and transportation costs; loss of markets;
volatility of commodity prices; inability to access sufficient
capital from internal and external sources, and/or inability to
access sufficient capital on favourable terms; industry and
government regulation; changes in legislation, income tax and
regulatory matters; competition; currency and interest rate
fluctuations; and other risks. Readers are cautioned that the
foregoing list is not exhaustive.
Readers are further cautioned not to place undue reliance on
forward-looking statements as there can be no assurance that the
plans, intentions or expectations upon which they are placed will
occur. Such information, although considered reasonable by
management at the time of preparation, may prove to be incorrect
and actual results may differ materially from those anticipated.
Forward-looking statements contained in this news release are
expressly qualified by this cautionary statement.
The forward-looking statements contained in this news release
represent the expectations of management of Northisle as of the
date of this news release, and, accordingly, are subject to change
after such date. Northisle does not undertake any obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
expressly required by applicable securities law.
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 news release.
SOURCE NorthIsle Copper and Gold Inc.