Copper North Mining Corp. (“Copper North” or the “Company”) (TSXV:COL) announces that further to its news release dated November 15, 2018, the Company has closed its non-brokered private placement.
The private placement consisted of the issuance of 4,109,091 units (the “Units”) at a price of $0.055 per Unit for gross proceeds of $226,000. Each Unit consists of one common share of the Company (a “Share”) and one common share purchase warrant (a “Warrant”). Each Warrant will entitle the holder to purchase one additional Share at a price of $0.10 for a period of 36 months from closing. If, commencing on the date that is four months after the date of issue of the Warrants, the closing price of Company’s common shares is higher than Cdn$0.25 for a period of 10 or more consecutive trading days (the “Acceleration Trigger”), the expiry date of the Warrants may be accelerated to the date that is 30 trading days after the date of a news release announcing the Acceleration Trigger. All securities issued are subject to a statutory hold period of four months and 1 day expiring on April 22, 2019.
The net proceeds from the sale of the Offering will be used for general working capital and corporate purposes.
Somphote Ahunai an insider of the Company purchased 1,272,727 Units for gross proceeds of $70,000. The participation is considered to be a “related party transaction” within the meaning of the TSXV Policy 5.9 and Multilateral Instrument 61-101 (“MI 61-101”). The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI-61-101 contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such participation as nether the fair market value of the shares issued to, nor the consideration paid by, such persons exceeds 25% of the Company’s market capitalization.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities described herein in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities described herein have not been and will not registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and may not be offered or sold within the United States (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.
About Copper North
Copper North is a Canadian mineral exploration and development company. Its assets include the Carmacks Project located in the Yukon, the Redstone Property located in the Northwest Territories, and the Thor Property in British Columbia. Copper North trades on the TSX Venture Exchange under the symbol COL.
On behalf of the Board of Directors:
Mr. Robert McKnight, P.Eng, MBA
For Further Information
This news release includes certain forward-looking information or forward-looking statements for the purposes of applicable securities laws. These statements include, among others, statements with respect to the completion of the proposed Private Placement; the price of securities issued pursuant to the Private Placement; use of proceeds from the Private Placement; and proposed exploration and development activities and their timing. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements to differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations include, among others, the timeliness and success of regulatory approvals, the timing and success of future exploration and development activities, exploration and development risks, market prices, exploitation and exploration results, availability of capital and financing, general economic, market or business conditions, uninsured risks, regulatory changes, defects in title, availability of personnel, materials and equipment, unanticipated environmental impacts on operations and other exploration risks detailed herein and from time to time in the filings made by the Company with securities regulators. In making the forward-looking statements, the Company has applied several material assumptions including, but not limited to, the assumptions that the Private Placement will receive regulatory approval and will proceed as planned, the proposed exploration and development of the mineral projects will proceed as planned, market fundamentals will result in sustained metals and mineral prices, and any additional financing needed will be available on reasonable terms. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise except as otherwise required by applicable securities legislation.
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 release.