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The base shelf prospectus is accessible, and the shelf prospectus supplement will be accessible within two business days, through SEDAR+.
NorthIsle Copper and Gold Inc. (TSXV: NCX,OTC:NTCPF) ("Northisle" or the "Company") is pleased to announce that it has entered into an agreement with Paradigm Capital Inc. ("Paradigm") as lead agent and sole bookrunner on behalf of a syndicate of agents (collectively, the "Agents"), in connection with a "best efforts" public offering (the "Brokered Offering") for total gross proceeds of up to approximately $100,000,350, consisting of up to 32,787,000 common shares of the Company (the "Common Shares") at a price of $3.05 per Common Share (the "Issue Price").
In addition, the Company has granted the Agents an option (the "Agents' Option") to sell up to 4,919,000 additional Common Shares at the Issue Price for additional aggregate gross proceeds of up to $15,002,950, exercisable not later than 48 hours prior to the Closing Date (as defined below). The term "Brokered Offering" includes the additional Common Shares that may be issued on the exercise of the Agents' Option, if any.
The Brokered Offering is anticipated to include participation from new and existing fundamental institutional investors and existing cornerstone shareholders.
The net proceeds of the Offerings will be used by the Company for advancement of the Company's projects and for general corporate and working capital purposes.
Closing is expected to occur on or about March 6, 2026 or other such date as the Company and the Agents may agree (the "Closing Date"). The Offerings will be subject to the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange (the "TSXV"), and other customary closing conditions.
The Common Shares offered pursuant to the Brokered Offering will be offered in all the provinces and territories of Canada, other than Quebec (the "Jurisdictions"), on a "best efforts" basis by way of a prospectus supplement to the Company's short form base shelf prospectus dated February 25, 2026 (the "Prospectus Supplement"). Access to the Prospectus Supplement, the corresponding base shelf prospectus and any amendment to the documents is provided in accordance with securities legislation relating to procedures for providing access to a shelf prospectus supplement, a base shelf prospectus and any amendment to the documents. The base shelf prospectus is accessible, and the Prospectus Supplement will be accessible within two business days, through SEDAR+ at www.sedarplus.com . The Common Shares offered pursuant to the Brokered Offering may also be sold outside of Canada and in the United States on a private placement basis pursuant to available exemptions in accordance with all applicable laws and provided that no prospectus or registration statement filing or comparable obligation arises.
An electronic or paper copy of the shelf prospectus supplement, the corresponding base shelf prospectus and any amendment to the documents may be obtained, without charge, from Paradigm Capital Inc. by email at ecm@paradigmcap.com by providing the contact with an email address or address, as applicable.
The Common Shares have not been, and will not be, registered under the Unites States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with requirements of an applicable exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy Common Shares in the Unites States, nor shall there be any sale of these Common Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Northisle
NorthIsle Copper and Gold Inc. is a Vancouver-based company whose vision is to become Canada's leading sustainable mineral resource company for the future. Northisle, through its 100% owned subsidiary North Island Mining Corp., owns the North Island Project, which is one of the most promising copper and gold porphyry projects in Canada. The North Island Project is located near Port Hardy, British Columbia on a more than 34,000-hectare block of mineral titles 100% owned by Northisle on a belt stretching 50 kilometres northwest from the now closed Island Copper Mine operated by BHP Billiton. Since 2021, the Company has discovered two significant deposits, expanded resources, demonstrated the economic potential of the project, and is now focused on the development of this compelling project while exploring within this highly prospective land package.
Northisle respectfully acknowledges that our North Island Project is located within the territories of Quatsino First Nation, Kwakiutl First Nation, and Tlatlasikwala First Nation. We are committed to collaborating with First Nations to build authentic, mutually beneficial relationships.
For more information on Northisle please visit the Company's website at www.northisle.ca .
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 "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Cautionary Statements regarding Forward-Looking Information
Certain information in this news release constitutes forward-looking statements under applicable securities law. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expect", "intend" and similar expressions. Forward-looking statements in this news release include, but are not limited to, statements relating to the ability to complete the Offerings on the proposed terms or at all, anticipated use of proceeds from the Offerings, the participation of certain insiders and others in the Offerings, and receipt of regulatory approvals with respect to the Offerings as well as any other future plans, objectives or expectations of Northisle. Forward-looking statements necessarily involve known and unknown risks, including, without limitation, Northisle's ability to implement its business strategies; risks associated with mineral exploration and production; risks associated with general economic conditions; adverse industry events; stakeholder engagement; marketing and transportation costs; loss of markets; volatility of commodity prices; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; industry and government regulation; changes in legislation, income tax and regulatory matters; competition; currency and interest rate fluctuations; and other risks. Readers are cautioned that the foregoing list is not exhaustive.
Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions, or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this news release represent the expectations of management of Northisle as of the date of this news release, and, accordingly, are subject to change after such date. Northisle does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV ) accepts responsibility for the adequacy or accuracy of this news release.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260226909726/en/
On behalf of NorthIsle Copper and Gold Inc.
Nicholas Van Dyk, CFA
Chief Financial Officer
Tel: (604) 638-2515
Email: info@northisle.ca
www.northisle.ca
