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TORONTO, April 8, 2021 /CNW/ - Nickel Creek Platinum
Corp. (TSX: NCP) ("Nickel Creek" or the "Company") is
pleased to announce that it intends to conduct an exploration drill
program during the third quarter of 2021 at its 100%-owned Nickel
Shäw Project (the "Project") located in the Yukon, Canada and a proposed non-brokered
private placement.
The Company proposes to sell, on a non-brokered private
placement basis, up to approximately 38.9 million units (the
"Units") of the Company at a price of $0.09 per Unit and "flow-through units" (the
"FT Units") at a price to be determined per FT Unit.
The Company is targeting aggregate gross proceeds of
approximately $2.5 million, but may
issue Units and FT Units for aggregate gross proceeds to the
Company of up to approximately $3.5
million (collectively, the "Private Placement").
Each Unit will consist of one common share of the capital of the
Company (each, a "Common Share") and one common share
purchase warrant (each, a "Warrant"), with each Warrant
exercisable for one common share (each, a "Warrant Share")
at an exercise price of $0.15 for a
period of five (5) years from the date of issuance, subject to
adjustment upon certain customary events. Each FT Unit will consist
of one "flow-through" common share (each, a "FT Share") and
one common share purchase warrant (each, a "FT Warrant"),
with each FT Warrant exercisable for one common share (each, a
"FT Warrant Share") at an exercise price of
$0.15 for a period of five (5) years
from the date of issuance, subject to adjustment upon certain
customary events. The Warrants and FT Warrants, if exercised in
full by the holders thereof, would represent additional gross
proceeds to the Company of approximately $5.8 million.
The Company's largest shareholder, Electrum Strategic
Opportunities Fund L.P. ("Electrum"), has indicated that it
will subscribe to the Private Placement for a number of Units on a
pro rata basis equal to its existing percentage ownership, which
approximates 30.6% of the Company's total outstanding shares.
The Company's second largest shareholder, Drake Private Investments
LLC ("Drake"), has also indicated that it will subscribe to
the Private Placement for approximately 4.4 million Units. Igor
Orishchenko, an existing shareholder, has also committed to making
an additional investment in Nickel Creek by subscribing to 7.0
million Units as part of the financing. Together, the strong
support of these three existing shareholders represents
approximately 72% of the anticipated Private Placement.
The net proceeds from the Private Placement will be used to fund
the Company's 2021 exploration program (see below), the
investigation of strategic opportunities, ongoing permitting
activities and holding costs at the Project, and for general
corporate expenses and working capital purposes, with any gross
proceeds derived from the sale of any FT Units being used by the
Company solely to fund "Canadian exploration expenses" that will
qualify as "flow-through mining expenditures", each as defined
under the Income Tax Act (Canada).
Pursuant to Multilateral Instrument 61-101 - Protection of
Minority Security Holders in Special Transactions ("MI
61-101"), the Private Placement would constitute a "related
party transaction" as Electrum and Drake (and certain other
insiders of the Company) will subscribe for Units or FT Units.
These transactions will be exempt from the formal valuation and
minority shareholder approval requirements of MI 61-101, as the
fair market value of any Units or FT Units subscribed for by
insiders pursuant to the Private Placement will not exceed 25% of
the Company's market capitalization.
The closing of the Private Placement remains subject to the
approval of the Toronto Stock Exchange and other customary closing
conditions for a transaction of this nature. The Units and FT Units
will be issued on a private placement basis pursuant to exemptions
from prospectus requirements under applicable securities laws. The
Common Shares, the FT Shares, the Warrants and the FT Warrants (and
any Warrant Shares and/or FT Warrant Shares, as applicable) will be
subject to a statutory hold period of four months and one day from
the date of issuance of the Units and FT Units.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy the securities in the United States nor shall there be any sale
of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The securities have not
been and will not be registered under the United States Securities
Act of 1933, as amended (the "1933 Act"), or any state
securities laws and may not be offered or sold in the United States unless registered under the
1933 Act and any applicable securities laws of any state of
the United States or an applicable
exemption from the registration requirements is available.
2021 Exploration Program
On August 31, 2020, the Company
announced that it had completed the drilling portion of its 2020
exploration program and was nearing completion of the project's
ground-based, large loop, transient Electro-Magnetic EM geophysics
program at the Nickel Shäw Project, which was completed during
September 2020.
On December 10, 2020, the Company
announced the results of its 2020 ground-based EM geophysics and
drilling program. Using a large loop transient
electromagnetic ("TEM") survey, the 2020 program tested the Arch
and Burwash exploration target areas, which are along trend
approximately 2.0 kilometres to the northwest and 5.0 kilometres
southeast (respectively) of the main Wellgreen deposit. This
program identified 42 conductive anomalies, including 11 anomalies
determined to be potentially massive nickel-copper sulphide.
The Company will focus the 2021 exploration drilling program on
the 11 high priority targets identified in the Arch and Burwash
target areas. This program may be adjusted or amended based on the
amount of proceeds received from the Private Placement.
Scientific and Technical Information
The scientific and technical information disclosed in this news
release was reviewed and approved by Cam
Bell, an independent geologist on a consulting retainer
contract with the Company and a "Qualified Person" as defined in
National Instrument 43-101 – Standards of Disclosure for Mineral
Projects.
About Nickel Creek Platinum Corp.
Nickel Creek Platinum Corp. (TSX: NCP; OTCQB: NCPCF) is a
Canadian mining exploration and development company and its
flagship asset is its 100%-owned Nickel Shäw Project. The Nickel
Shäw Project is a large undeveloped nickel sulphide project in one
of the most favourable jurisdictions in the world, with a unique
mix of metals including copper, cobalt and platinum group metals.
The Nickel Shäw Project has exceptional access to infrastructure,
located three hours west of Whitehorse via the paved Alaska Highway, which further offers
year-round access to deep-sea shipping ports in southern
Alaska. The Company is also investigating other opportunities
for shareholder value creation.
The Company is led by a management team with a proven track
record of successful discovery, development, financing and
operation of large-scale projects. Our vision is to create value
for our shareholders by becoming a leading North American nickel,
copper, cobalt and PGM producer.
Cautionary Note Regarding Forward-Looking Information
This news release includes certain information that may be
deemed "forward-looking information". Forward-looking information
can generally be identified by the use of forward-looking
terminology such as "may", "will", "expect", "intend", "believe",
"continue", "plans" or similar terminology, or negative
connotations thereof. All information in this release, other than
information of historical facts, including, without limitation,
statements relating to the Private Placement and the timing of
closing of the Private Placement, statements with respect to the
Company's 2020 and 2021 exploration, drilling, geophysics and
sampling programs (and the results and potential results thereof),
and general future plans and objectives for the Company and the
Nickel Shäw Project, are forward-looking information that involve
various risks and uncertainties. Although the Company believes that
the expectations expressed in such forward-looking information are
based on reasonable assumptions, such expectations are not
guarantees of future performance and actual results or developments
may differ materially from those in the forward-looking
information.
For more information on the Company and the key assumptions,
risks and challenges with respect to the forward-looking
information discussed herein, and about our business in general,
investors should review the Company's most recently filed annual
information form, and other continuous disclosure filings which are
available at www.sedar.com. Readers are cautioned not to place
undue reliance on forward-looking information. The Company does not
undertake to update any forward-looking information, except in
accordance with applicable securities laws.
SOURCE Nickel Creek Platinum Corp.