Vancouver, British Columbia--(Newsfile Corp. - August 13, 2020) - North American Nickel Inc. (TSXV: NAN) (OTCQB: WSCRF) (CUSIP: 65704T 108)(the "Company" or "NAN") is pleased to announce that it has closed the first tranche of its previously announced non-brokered private placement consisting of an aggregate of 15,481,077 units of the Company (the "Units") at a price of $0.07 per Unit, for aggregate gross proceeds of $1,083,675.39 (the "Placement"). Each Unit is comprised of one common share in the capital of the Company (a "Common Share") and one transferable common share purchase warrant (a "Warrant") of the Company. Each Warrant will entitle the holder thereof to acquire one Common Share at an exercise price of $0.09 per Common Share for a period of twenty-four (24) months following the closing date of the Placement.
If the closing market price of the Common Shares on the TSX Venture Exchange ("TSXV") is greater than $0.12 per Common Share for a period of ten (10) consecutive trading days any time after the four-month anniversary of the closing of the Placement, then the Company may deliver a notice (the "Acceleration Notice") to the holder notifying the holder that the Warrants must be exercised within thirty (30) calendar days from the date of the Acceleration Notice, otherwise the Warrants will expire at 5:00 p.m. (Toronto time) on the thirtieth (30th) calendar day after the date of the Acceleration Notice.
The Company paid certain finders (the "Finders") a cash payment in the aggregate amount of $39,490.79, equal to up to 6% of the gross proceeds raised by such Finders under the Placement, and also issued the Finders an aggregate of 564,154 warrants (each a, "Finder's Warrant", collectively the "Finder's Warrants"), equal to 6% of the number of Units attributable to the Finders pursuant to the Placement. Each Finder's Warrant will entitle the holder to acquire one Common Share at an exercise price of $0.09 for a period of twenty-four (24) months following the closing date of the Placement.
The Units (and securities underlying the Units) and the Finder's Warrants issued pursuant to the Placement will be subject to a four-month and one day hold period from the closing date of the Placement. The closing of the Placement is subject to, among other things, approval of the TSXV.
Insiders of the Company subscribed for a total 1,956,338 Units of the Company. Each subscription by an "insider" constitutes a related party transaction as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and TSXV Policy 5.9 - Protection of Minority Security Holders in Special Transactions. The issuance of securities to the related parties is exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(b) of MI 61-101 and exempt from the minority shareholder approval requirements of Section 5.6 of MI 61-101 pursuant to Subsection 5.7(b) of MI 61-101. The Company did not file a material change report 21 days prior to the closing of the Placement as the details of the participation of insiders of the Company had not been confirmed at that time.
The Company intends to allocate a portion of the gross proceeds of the Placement for continued investment in Premium Nickel Resources, further exploration in Morocco, activities to be completed at the Company's Maniitsoq project in Greenland and for general corporate and working capital purposes.
This press release does not constitute an offer of securities for sale in the United States or to "U.S. persons" ("U.S. persons"), as such term is defined in Regulation S promulgated under the United States Securities Act of 1933, as amended, (the "U.S. Securities Act"). The securities being offered have not been, nor will be, registered under the U.S. Securities Act or any state securities laws, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from such registration requirements.
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