Nortec Minerals Corporation: Announces Private Placement
Vancouver, BC / TheNewswire / February 24, 2014 - Nortec Minerals Corp.. (the "Company" or "Nortec") (TSXV: NVT) - Nortec is arranging a non-brokered private placement of up to 8,000,000 units at a price of $0.025 per unit (the "Units") for gross proceeds of up to $200,000 (the "Offering"). Each Unit is consisting of one common share and one common share purchase warrant (the "Warrants"). Each Warrant will entitle the holder to purchase one additional common share at an exercise price $0.08 per common share for the two years from the date of issue, and at $0.10 per common share for the third year from the date of issue. The Units will be distributed to shareholders in accordance with the rules and regulations of the Securities Act and TSX Venture Exchange policies. The proceeds of the Private Placement is for fulfilling the immediate requirements of the Tammela Gold-Lithium Project, Southern Finland, clearing payables and for working capital.
In the event that the common shares of the Company trade at a closing price in excess of $0.15 per share during the two years and $0.20 per share during the third year for a period of 10 consecutive trading days at any time after four months past the closing date, the Company may accelerate the expiry date of the Warrrants by giving notice to the holders thereof and in such case, the Warrants will expire on the 30th day after the date on which such notice is given by the Company.
All shares issued will be subject to a 4 month hold period from the date of issuance in accordance with applicable securities laws. Finder's fees may be payable in connection with the placement.
Completion of this private placement is subject to the approval of the TSX Venture Exchange.
In addition, Mohan Vulimiri, a director of the Company is providing an unsecured loan to the Company (the "Loan") in the aggregate principal amount of $50,000 to provide immediate working capital to the Company to enable it to clear certain existing debts in Finland and in Canada as well as to pay the claim fees for the Tammela Project for the year 2015 which are coming due in March, 2015. The Loan is subject to an annual interest rate of 5% and is repayable on demand. The Company is relying upon the formal valuation exemption set out in section 5.5(b) of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") in connection with the Loan, as the Company's common shares are not listed on senior markets. The Company is relying upon the minority approval exemption contained in section 5.7(f) of MI 61-101 in respect of the Loan as the Loan has been obtained from the related party on reasonable commercial terms that are not less advantageous to the Company than if the Loan was obtained from persons dealing at arm's length with the Company, and the Loan is not convertible into common shares of the Company or repayable in common shares of the Company. The members of the Board other than Mr. Vulimiri have considered the Loan, and given that the Tammela Project claims fees are coming due next month, have determined it necessary for the Company to obtain the Loan from Mr. Vulimiri. Mr. Vulimiri already provided in December 2014 a loan of $40,000 to Nortec to clear 2014 Tammela Project fees and $25,000 on February 18, 2015 to pay legal expenditures in Finland.
The Company also announces the granting of an aggregate of 2 million incentive stock options to directors, officers and consultants of the Company pursuant to the Company's Stock Option Plan, subject to the policies of the TSX Venture Exchange. The Stock Options are exercisable at a price of $0.05 per optioned share for a period of two years. All the previous stock options granted to employees, officers and directors prior to the Company's share reverse split have been cancelled.
About Nortec Minerals Corp.
Nortec is a mineral exploration and development company based in Vancouver, British Columbia. The Company has a 100% interest in the Tammela Gold & Lithium Project in South-West Finland; The Company also holds a majority shareholding interest in its subsidiary, Finore Mining Inc. Finore controls a 100% interest in the Lantinen Koillismaa PGE-Au-Cu-Ni deposit, Finland. Information on the Company's projects can be referred to on www.nortecminerals.com
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|On behalf of the Board of Directors,|
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|Nortec Minerals Corp. |
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|“Mohan R. Vulimiri” |
|Mohan R. Vulimiri, CEO and Chairman |
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The TSX Venture Exchange has not reviewed and does not accept the responsibility for the adequacy or accuracy of this news release.
This press release contains certain forward looking statements which involve known and unknown risks, delays and uncertainties not under the Company's control which may cause actual results, performances or achievements of the Company to be materially different from the results, performances or expectations implied by these forward looking statements. 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.
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