News 2 cents worth for everyoneBig North Announces Private Placement to Existing Shareholders and Other Investors(tnw)
(via Thenewswire.ca)
Vancouver, B.C. / TheNewswire /January 29,2015/ BIG NORTH GRAPHITE CORP. (TSX-V: NRT) (the " Company " or " Big North "), announces that it intends to raise up to $250,000 by way of a non-brokered private placement (the " Offering ") of common shares (" Shares ") at a price of $0.02 per Share pursuant to a discretionary waiver of the $0.05 minimum pricing requirement granted by the TSX Venture Exchange (the " Exchange "). Subject to certain limitations discussed below, the Offering is open to all existing shareholders of the Company as well as pursuant to other available prospectus exemptions. The Offering is subject to Exchange final acceptance.
The Offering
The maximum Offering is 12,500,000 Shares for gross proceeds of $250,000. The Offering is not subject to any minimum aggregate subscription.
A finder's fee of cash, Big North common shares or finder's warrants, or a combination thereof, may be paid to eligible finders with respect to any portion of the Offering that is not subscribed for by existing shareholders.
Assuming the Offering is fully subscribed, the Company intends to allocate the net proceeds as follows: (1) $160,000 to the vendors of the Company's El Tejon Project (see press releases dated December 19, 2014, February 5, 2014 and May 22, 2014 for further details); and (2) the balance for general working capital purposes.
Although the Company intends to use the proceeds of the Offering as described above, the actual allocation of net proceeds may vary from the uses set forth above, depending on future operations or unforeseen events or opportunities. If the Offering is not fully subscribed, the Company will apply the proceeds of the Offering to the
above uses in priority and in such proportions as the Board of Directors and management of Big North determine is in the best interests of the Company.
All securities issued in connection with the Offering will be subject to a four month hold period in accordance with applicable securities laws.
Existing Shareholder Exemption
Depending on demand and regulatory requirements, a portion of the Offering may be made in accordance with the provisions of the existing shareholder exemption (the " Existing Shareholder Exemption ") contained in Multilateral CSA Notice 45-313 and BC Instrument 45-354 and the various corresponding blanket orders and rules of participating jurisdictions (the Existing Shareholder Exemption is not available in Ontario or Newfoundland and Labrador and existing shareholders resident in countries other than Canada need to meet the applicable eligibility requirements, if any, in their jurisdiction of residence to participate). In addition to conducting the Offering pursuant to the Existing Shareholder Exemption, the Offering will also be conducted and close personal friends and business associates of directors and officers of Big North.
Big North has set January 26, 2015 as the record date (the " Record Date ") for the purpose of determining existing shareholders entitled to purchase Shares pursuant to the Existing Shareholder Exemption. Subscribers purchasing Shares under the Existing Shareholder Exemption will need to represent in writing that they meet certain requirements of the Existing Shareholder Exemption, including that they were, as of the Record Date and continue to be as of the date of closing for their subscription, a shareholder of Big North. The aggregate acquisition cost to a subscriber under the Existing Shareholder Exemption cannot exceed $15,000 (750,000 Shares) unless that subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment.
Unless Big North determines to increase the gross proceeds of the Offering and receives Exchange approval for such increase, if subscriptions received for the Offering based on all available exemptions exceed the maximum Offering amount of $250,000, subscriptions will be accepted at the discretion of the Company such that it is possible that a subscription received from a shareholder may not be accepted by the Company if the Offering is over-subscribed. In accordance with the Existing Shareholder Exemption, the Company confirms there is no material fact or material change related to the Company which has not been generally disclosed.
Existing shareholders of Big North are directed to contact the Company for further information concerning subscriptions for Shares pursuant to the Existing Shareholder Exemption, as follows:
Contact Person: Spiro Kletas
Telephone: (604) 629-8220
Email: spiro@bignorthgraphite.com
Mr. Spiro Kletas, CEO of Big North stated: "We are pleased to announce the Offering using the existing shareholder exemption, which will allow us to provide our existing shareholders with the same opportunity to participate in the Company's Offering as other investors. We remain excited about the Company's El Tejon project in Oaxaca, Mexico and the Company intends to take the necessary steps to move the project forward as quickly as possible. Plans will be announced as they are finalized."