(TheNewswire)
VANCOUVER, BRITISH COLUMBIA / TheNewswire / February 12, 2019 – Nevada Clean Magnesium, Inc.
(TSXV: NVM; Frankfurt-M1V; OTCQB: MLYFF) (the “Company”) today announced that it intends to raise up to $1,000,000 by way of
a non-brokered private placement (the "Offering") of units ("Units") of the Company at a price of $0.05 per Unit. The Offering is
subject to TSX Venture Exchange ("TSXV") final acceptance.
The Offering
The maximum Offering is for gross proceeds of up to $1,000,000. The Offering is not subject to any minimum
aggregate subscription. Each Unit will consist of one common share in the capital of Nevada Clean Magnesium (the "Common Shares")
and one Common Share Purchase Warrant (the "Warrants"). Each Warrant will be exercisable into one Common Share for a period of two
years at a price of $0.08/share. The Warrants are subject to an acceleration clause which gives the Company the right, on
thirty (30) days’ written notice (the “Call Notice”), to require a Holder to exercise the Warrants, so long as the closing trading
price of the Company’s common shares exceeds $0.10 per share for at least ten (10) consecutive trading days at any time prior to
the date of the Call Notice. The Warrants will terminate on the date that is thirty (30) days from the date of the Call
Notice in the event that the Holder has not exercised the Warrants in accordance with the terms of the Call Notice by such
date.
The securities issued in connection with the Offering will be subject to a hold period expiring four months and
one day from the date of issuance of the securities. The completion of the private placement and payment of any commission
and fees remains subject to the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.
Proceeds from the Offering will be used for working capital.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
Statements in this news release that are not historical facts are forward-looking statements that
are subject to risks and uncertainties. Forward?looking statements in this
news release include that we will conduct and close a private placement and that we can become a a major U.S. producer and
distributor of primary, high grade, low cost magnesium metal. Actual results may differ materially from those currently anticipated
due to a number of factors, including the Company’s dolomite reserves may not be mined because of technical, regulatory, financing
or other obstacles, the market price for magnesium may make our resources uneconomic, we may not be able hire and retain skilled
employees, and other risks associated with being a mineral exploration and development company. We may not be able to close with
interested investors on our intended private placement because of perceived risks or market conditions. The Company undertakes no
obligation to update forward?looking information except as required by law. The
reader is cautioned not to place undue reliance on forward?looking statements.
These forward-looking statements are made as of the date of this news release.
To Reach Nevada Clean Magnesium Please Contact:
John Ulmer at (778) 994-6453
For additional information please visit our website at http://www.nevadacmi.com or view our profile at http://www.sedar.com.
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