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 Norden Crown Metals Corp. ( " Norden Crown " or the " Company ") (TSXV: NOCR) (OTC: NOCRF) ( Frankfurt : 03E) is pleased to announce it intends to complete a non-brokered private placement offering (the "Offering") consisting of up to 40,000,000 units (" Units ") at a price of $0.10 per unit on a pre-consolidation basis (up to 13,333,333 Units at a price of $0.30 per unit on a post-consolidation basis). Each Unit will consist of one common share and one non-transferrable common share purchase warrant (" Warrant ").  Each Warrant will be exercisable to purchase one common share of the Company at a price of $0.20 on a pre-consolidation basis ( $0.60 on a post-consolidation basis) for a period of 3 years from the date of closing of the Offering. The expiry date of the Warrants will be subject to acceleration, at the Company's discretion, if the Company's shares trade on a volume-weighted average price basis of $0.60 on a pre-consolidation basis ( $1.80 on a post-consolidation basis) or higher for 10 consecutive trading days, in which case holders will have 30 days to exercise the Warrants. The aggregate gross proceeds of the Offering will be up to $4,000,000 .
Net proceeds of the Offering will be used to carry out airborne geophysical surveys, geological mapping, geochemical sampling and a 5,000 metre step out drilling program at the Company's Fredriksson Gruva Discovery and for general corporate purposes.
The Commodity Discovery Fund of Aerdenhout, Holland has committed to participate in the Offering with a lead order of $1M . Commodity Discovery Fund CEO Willem Middelkoop stated: 'The Commodity Discovery Fund is a Dutch-based fund that seeks investment opportunities in new discoveries with a tier 1 potential, where early positions in undervalued companies are taken that are most likely to get taken over by producing companies seeking to replenish their reserves. Norden Crown Metals' Gumsberg project provides for precisely this outlook, in a known mining region hosting deposits with a similar geological signature and mineralisation. We feel the Norden Crown management team will be able to draw on its vast experience in order to advance the project in order to create value for investors.'
The Offering is expected to close on or about May 7, 2021 (the " Closing Date ") and is subject to receipt of applicable regulatory approvals including acceptance by the TSX Venture Exchange (the " TSX-V "). The securities issued will be subject to a standard four month hold period.
Proposed Share Consolidation
The Company also announces that it intends to complete a share consolidation on the basis of three existing common shares for one new consolidated common share (the " Consolidation "), which the Company anticipates completing on the Closing Date. The Consolidation is subject to acceptance by the TSX-V. In accordance with the Company's articles, the Consolidation may be approved by the Company's directors, and shareholder approval is not required. Currently, the Company has 133,196,582 issued and outstanding common shares, and assuming no additional common shares are issued prior to completion of the Consolidation (including under the Offering), upon completion of the Consolidation there will be 44,398,860 common shares on a post-Consolidation basis outstanding. The Offering is being conducted on a pre-Consolidation basis and, accordingly, in addition to such 44,398,860 common shares (assuming completion of the Offering and the Consolidation), an additional 13,333,333 common shares will have been issued under the Offering for an aggregate post-Consolidation total of 57,732,193 issued and outstanding common shares.
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 "1933 Act"), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons (as defined in Regulation S under the 1933 Act) absent such registration or an applicable exemption from such registration requirements.
About Norden Crown Metals Corp  .
Norden Crown is a mineral exploration company focused on the discovery of silver, zinc, copper, and gold deposits in exceptional, historical mining project areas spanning Sweden and Norway. The Company aims to discover new economic mineral deposits in known mining districts that have seen little or no modern exploration techniques. The Company is led by an experienced management team and an accomplished technical team, with successful track records in mineral discovery, mining development and financing.
On behalf of Norden Crown Metals Corp.
Patricio Varas , Chairman and CEO
Neither 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.
Cautionary Note Regarding Forward-Looking Statements
This news release contains certain statements that may be deemed "forward–looking statements". Forward–looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Forward-looking statements may include, without limitation, statements relating to completion of the Offering on the terms described herein or at all, the use of proceeds of the Offering, the planned exploration activities on the Fredriksson Gruva project, the participation of the Commodity Discovery Fund in the Offering, and the completion of the Consolidation on the terms described herein or at all.‎ Although Norden Crown believes the expectations expressed in such forward–looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, are subject to risks and uncertainties, and actual results or realities may differ materially from those in the forward–looking statements. Such material risks and uncertainties include, but are not limited to: the risk that the Company cannot complete the Offering or the Consolidation on the terms described herein, on the timing described herein or at all, the inability of the Company to obtain acceptance from the TSX Venture Exchange for the Offering or the Consolidation, the proceeds of the Offering being used differently than as described herein, risks related to difficulties in executing exploration programs at the Fredriksson Gruva property on the Company's proposed schedules and within its cost and scheduling estimates, whether due to weather conditions, complications arising from the COVID-19 pandemic or the actions of the provincial or federal governments in response thereto, availability or interruption of power supply, mechanical equipment performance problems, natural disasters or pandemics in the areas where it operates, the integration of acquisition; risks related to current global financial conditions including market reaction to the coronavirus outbreak; competition within the industry; actual results of current exploration activities; environmental risks; changes in project parameters as plans continue to be refined; future price of gold; failure of equipment or processes to operate as anticipated; accidents, and other risks of the mining industry; delays in obtaining approvals or financing; risks related to indebtedness and the service of such indebtedness, as well as those factors, risks and uncertainties identified and reported in the Company's public filings under Norden Crown's SEDAR profile at www.sedar.com .  Although Norden Crown has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are made as of the date hereof and, accordingly, are subject to change after such date. Norden Crown disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise unless required by law.
SOURCE Norden Crown Metals Corp.
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