Class 1 Nickel and Technologies Closes $4 Million Private Placement of Flow-Through Units
Class 1 Nickel and Technologies Ltd. has closed its previously announced brokered private placement led by Echelon Capital Markets, as sole agent and bookrunner. Pursuant to the Offering, the Company issued 3,030,000 units to residents of Quebec at a price of $0.65 per Unit and 3,403,334 units to residents in Canada at a price of $0.60 per Unit, resulting in a total of 6,433,334 units (each a “Unit”) issued for total gross proceeds of $4,011,500. Each Unit is comprised of one common share in the capital of the Company (a “Unit Share”), and one common share purchase warrant (a “Warrant”). Each Warrant is exercisable to purchase one common share in the capital of the Company (a “Warrant Share”) at an exercise price of $0.85 per common share for Units issued to residents of Quebec and $0.80 per common share for Units issued to residents in Canada for a period of three years from the date of issuance.
The Unit Shares were issued as “flow-through shares” as defined in subsection 66(15) of the Income Tax Act (Canada) (as “Tax Act”), with each such Unit Share entitling the holder to a renunciation of Qualifying Expenditures (as defined in the Tax Act). In addition, with respect to Québec resident subscribers who are eligible individuals under the Taxation Act (Québec), the Canadian exploration expenses will also qualify for inclusion in the "exploration base relating to certain Québec exploration expenses" within the meaning of section 726.4.10 of the Taxation Act (Québec) and for inclusion in the "exploration base relating to certain Québec surface mining expenses or oil and gas exploration expenses" within the meaning of section 726.4.17.2 of the Taxation Act (Québec).
The net proceeds from the Offering will be used for exploration expenditures at the Company’s Alexo-Dundonald Project in Ontario and the Somanike Project in Quebec.
Echelon received a cash commission (the “Commission”) equal to 7.0% of the gross proceeds of the Offering and the Company shall issue to Echelon compensation options (the “Compensation Options”) equal to 7.0% of the number of Units sold under the Offering. Each Compensation Option entitled the holder thereof to subscribe for one common share unit (a “Broker Unit”) at $0.60 per unit for a period of 3 years from the closing of the Offering. Each Broker Unit consists of one common share of the Company and one common share purchase Warrant, with each Warrant entitling the holder thereof to acquire one common share of the Company at a price $0.80 for a period of 3 years following the closing of the Offering.
All securities issued in connection with the Offering will be subject to a hold period expiring four months and one day after the closing date.
The securities to be offered pursuant to the Offering have not been, and will not be, registered under the U.S. 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 or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Class 1 Nickel and Technologies Limited (CSE: NICO) is a mineral resource company focused on the development of its 100% owned Alexo-Dundonald Project, a portfolio of komatiite hosted magmatic nickel-copper-cobalt sulphide resources located near Timmins, Ontario, as well the Somanike komatiite hosted nickel copper project in Quebec, which includes the famous Marbridge Mine.
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