North American Nickel Announces Results of the Special Meeting of Shareholders
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Sept. 7, 2016) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
North American Nickel Inc. (the "Company" or "NAN") (TSX VENTURE:NAN) (OTCBB:WSCRF) (CUSIP: 65704T 108) announces that, further to the Company's news release dated July 27, 2016, shareholders voted in favour, at a special meeting (the "Special Meeting") held on September 7, 2016, of approving the non-brokered private placement (the "Placement") of 67,331,093 units ("Units") at a price of $0.075 per Unit, to Sentient Executive GP IV, Limited (for the general partner of Sentient Global Resources Fund IV, L.P.) (collectively, "Sentient") for aggregate gross proceeds of $5,049,831.98. Shareholders voted 99.87% in favour of the placement, excluding the Common Shares held by Sentient and its associates and affiliates.
Each Unit of the placement consists of one common share in the capital of the Company and one-half of one common share purchase warrant of the Company (each whole common share purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one common share of the Company at any time prior to 5:00 p.m. (Toronto time) on the date that is, subject to acceleration in certain circumstances, twenty-four (24) months following its issuance date, at a price of $0.12.
Sentient, which is an insider and a related party of the Company, currently beneficially owns, or exercises control or direction over, 155,812,062 common shares (or, approximately 51.7% of the issued and outstanding common shares) of the Company and 36,544,198 common share purchase warrants.
Due to the fact that Sentient is an insider and a related party, its subscription is considered a "related party transaction" as set out in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company intends to rely on the exemption from the valuation requirements of MI 61-101 contained in section 5.5(b) as its common shares are listed on the TSX Venture Exchange ("TSXV") and not one of the specific markets listed therein. However, the Placement was subject to minority shareholder approval (within the meaning of MI 61-101) and as such the Company sought such approval at the Special Meeting in accordance with TSXV policies and MI 61-101. The Placement has been approved by the Company's board of directors (other than those with a relationship to Sentient).
The Units (and securities underlying the Units) issued under the Placement will be subject to a four-month hold period from the date of closing. The closing of the Placement is subject to, among other things, approval of the TSXV. The proceeds from the Placement will be used for exploration, project development and general working capital purposes.
This press release does not constitute an offer of securities for sale in the United States or to "U.S. persons" ("U.S. persons"), as such term is defined in Regulation S promulgated under the United States Securities Act of 1933, as amended, (the "U.S. Securities Act"). The securities being offered have not been, nor will be, registered under the U.S. Securities Act or any state securities laws, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from such registration requirements.
About the Company
NAN is a mineral exploration company with 100% owned properties in Maniitsoq, Greenland and Sudbury, Ontario.
The Maniitsoq property in Greenland is a Camp scale project comprising 2,985 square km covering numerous high-grade nickel-copper sulphide occurrences associated with norite and other mafic-ultramafic intrusions of the Greenland Norite Belt (GNB). The >75km-long belt is situated along, and near, the southwest coast of Greenland accessible from the existing Seqi deep water port (See NAN News Release dated January 19, 2015) with an all year round shipping season and abundant hydro-electric potential.
The Company's Post Creek/Halcyon property in Sudbury is strategically located adjacent to the past producing Podolsky copper-nickel-platinum group metal deposit of KGHM International Ltd. The property lies along the extension of the Whistle Offset dyke structure. Such geological structures host major Ni-Cu-PGM deposits and producing mines within the Sudbury Camp.
Cautionary Note Regarding Forward-looking Statements
This press release contains certain "forward-looking statements" and "forward-looking information" under applicable securities laws concerning the business, operations and financial performance and condition of the Company. Forward-looking statements and forward-looking information include, but are not limited to, statements with respect to the timing and completion of the Placement, and the availability of regulatory and shareholder approvals for the Placement. Except for statements of historical fact relating to the Company, certain information contained herein constitutes forward-looking statements. Forward-looking statements are frequently characterized by words such as "plan," "expect," "project," "intend," "believe," "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Many of these assumptions are based on factors and events that are not within the control of the Company and there is no assurance they will prove to be correct.
Factors that could cause actual results to vary materially from results anticipated by such forward-looking statements include the inability to obtain regulatory and shareholder approvals required in relation to the Placement. The Company cautions that the foregoing list of important factors is not exhaustive. Investors and others who rely on forward-looking statements should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. The Company believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this press release should not be unduly relied upon. These statements speak only as of the date of this press release. The Company undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws.
Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. Statements concerning mineral reserve and resource estimates may also be deemed to constitute forward-looking statements to the extent they involve estimates of the mineralization that will be encountered if the property is developed.
Statements about the Company's future expectations and all other statements in this press release other than historical facts are "forward looking statements" within the meaning of Section 27A of the U.S. Securities Act, Section 21E of the Securities Exchange Act of 1934 and as that term defined in the Private Litigation Reform Act of 1995. The Company intends that such forward-looking statements be subject to the safe harbours created thereby. Since these statements involve risks and uncertainties and are subject to change at any time, the Company's actual results may differ materially from the expected results.
ON BEHALF OF THE BOARD OF DIRECTORS
Mark Fedikow, President
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release
Contact
North American Nickel Inc.
Jaclyn Ruptash
Corporate Communications
604-770-4334
Toll free: 1-866-816-0118