Northisle Copper and Gold Inc. (TSX-V: NCX) is pleased to announce that it has closed its previously announced non-brokered private placement consisting of: (i) 1,615,000 flow-through common shares of the Company at a price of $0.31 per Common Share and (ii) 16,249,500 flow-through Common Shares at a price of $0.40 per Common Share for gross proceeds to the Company of C$7,000,450. See press releases dated June 2, 2022 and June 3, 2022 for additional details.
The gross proceeds from the FT Offering and Charity FT Offering will be used to incur expenses that are eligible “Canadian exploration expenses” within the meaning of subsection 66.1(6) of the Tax Act and will also be eligible for the recently announced federal 30% Critical Metals Exploration Tax Credit, and British Columbia’s 20% flow-through share tax credit.
Michael Gentile has participated in the offering on a pro rata basis to maintain his current 9.9% partially diluted position in Northisle.
In addition, certain directors and officers of the Company, specifically, Dale Corman, Sam Lee, Nicholas Van Dyk and Ian Chang purchased or acquired direction and control over an aggregate of 1,105,000 Common Shares under the FT Offering. The Interested Persons are each considered a “related party” of Northisle and the sale of Common Shares under the Offering to the Interested Persons constitutes a “related party transaction” within the meaning of MI 61-101. Following completion of the Offering, the Interested Persons hold 24,679,121 Common Shares. The “related party” portion of the Offering was exempt from the minority approval requirement of Section 5.6 and the formal valuation requirement of Section 5.4 of MI 61-101 as neither the fair market value of the “related party” portion of the Offering, nor the fair market value of the consideration of the “related party” portion of the Offering, exceeded 25% of Northisle’s market capitalization. A material change report in connection with the Offering will be filed less than 21 days before the closing of the Offering. This shorter period was reasonable and necessary in the circumstances as the Company wished to complete the Offering in a timely manner.
In connection with the Offering and in accordance with the rules and policies of the TSX Venture Exchange, finder’s fees totaling approximately C$129,600 in cash were paid to Agentis Capital Partners and Red Cloud Securities Inc.
The Common Shares issued pursuant to this Offering will be subject to a hold period expiring four months and one day from the date of issuance in accordance with applicable Canadian securities laws. The Offering is subject to final approval of the TSX Venture Exchange.
Northisle Copper and Gold Inc. is a Vancouver-based company whose mission is to become Canada’s leading sustainable mineral resource company for the future. Northisle owns the North Island Project, which is one of the most promising copper and gold porphyry deposits 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 stretching 50 kilometres northwest from the now closed Island Copper Mine operated by BHP Billiton. Northisle completed an updated preliminary economic assessment for the North Island Project in 2021 and is now focused on advancement of the project through a prefeasibility study while continuing exploration within this highly prospective land package.
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We acknowledge the [financial] support of the Government of Canada.