Nevada Silver Corporation (TSXV:NSC) (OTCQB: NVDSF) ("NSC" or the "Company") is pleased to announce that it has engaged Canaccord Genuity Corp. (the "Lead Agent") on behalf of a syndicate of agents (collectively with the Lead Agent, the "Agents"), on a commercially reasonable efforts private placement basis for the sale of units (the "Units") of the Company at a price of $0.30 per Unit (the "Offering Price") for aggregate gross proceeds of up to $7,020,000 (the "Offering"). Each Unit will consist of one common share of the Company (a "Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each whole Warrant entitles the holder thereof to purchase one Common Share of the Company (a "Warrant Share") at a price of $0.45 per share at any time prior to 5:00 p.m. (Toronto time) on the day that is 24 months from the Closing Date (as hereinafter defined), subject to adjustments in certain events. The Agents shall have the option, exercisable at any time prior to the closing of the Offering, to increase the size of the Offering by up to $3,000,000.
The net proceeds of the Offering will be used to further exploration and development of the Corcoran Canyon silver-gold property (the "Corcoran Project"), to undertake drilling at the recently acquired Belmont silver property (the "Belmont Project"), both located in Nye County, Nevada, USA, and for working capital and general corporate purposes.
In consideration of the services rendered by the Agents in connection with the Offering, the Company has agreed to pay to the Agents on the Closing Date a commission equal to 7% of the gross proceeds from the Offering (the "Agents' Commission"). In addition, the Company will issue the Agents warrants (the "Agents' Warrants") to acquire that number of Units which is equal to 7.0% of the number of Units sold under the Offering, at an exercise price equal to the Offering Price for a period of 24 months following the Closing Date. The Agents' Commission paid to the Agents in respect of Units purchased by subscribers on a president's list up to a maximum of $2,000,000 shall be reduced to 2.5% Agents' Commission and 2.5% Agents' Warrants. In addition, on closing the Company shall pay the Lead Agent a corporate finance fee of that number of Units which is equal to 3.0% of the aggregate number of Units issued pursuant to the Offering.
Certain insiders of the Company may participate in the Offering. The closing of the Offering is expected to occur on or about March 31, 2022 (the "Closing Date") and is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the TSX Venture Exchange. All of the securities issuable in connection with the Offering will be subject to a hold period expiring four months and one day after date of issuance.
Nevada Silver Corporation (TSXV: NSC) (OTCQB: NVDSF) is a multi-commodity resource company with two exploration projects in the USA. NSC's principal asset is the Corcoran Silver-Gold Project in Nevada. In addition, NSC has management and ownership rights over the Emily Manganese Project in Minnesota, which has been the subject of considerable technical studies, with US$24 million invested to date. Both Corcoran and Emily have been the subject of National Instrument 43-101 compliant mineral resource estimates.
This announcement does not constitute an offer of securities for sale in the United States, nor may any securities referred to herein be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933 as amended (the "Securities Act") and the rules and regulations thereunder. The securities referred to herein have not been registered pursuant to the Securities Act and there is no intention to register any of the securities in the United States or to conduct a public offering of securities in the United States.
Except for the statements of historical fact, this news release contains "forward-looking information" within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. The information in this news release about the successful completion of the Offering and the terms thereof, the expected Closing Date, and the expected use of proceeds, and other forward-looking information includes but is not limited to information concerning the intentions, plans and future actions of the parties to the transactions described herein and the terms of such transaction.
Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to, risks related to the Company's inability to perform the proposed operations.
Neither the 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.
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