VANCOUVER, BC, April 22, 2021 /CNW/ - Norden Crown Metals
Corp. ("Norden Crown" or the
"Company") (TSXV: NOCR) (OTC: NOCRF)
(Frankfurt: 03E) is pleased to
announce it intends to complete a non-brokered private placement
offering (the "Offering") consisting of up to 40,000,000 units
("Units") at a price of $0.10
per unit on a pre-consolidation basis (up to 13,333,333 Units
at a price of $0.30 per unit on a
post-consolidation basis). Each Unit will consist of one common
share and one non-transferrable common share purchase warrant
("Warrant"). Each Warrant will be exercisable to
purchase one common share of the Company at a price of $0.20 on a pre-consolidation basis ($0.60 on a post-consolidation basis) for a period
of 3 years from the date of closing of the Offering. The
expiry date of the Warrants will be subject to acceleration, at the
Company's discretion, if the Company's shares trade on a
volume-weighted average price basis of $0.60 on a pre-consolidation basis ($1.80 on a post-consolidation basis) or higher
for 10 consecutive trading days, in which case holders will have 30
days to exercise the Warrants. The aggregate gross proceeds
of the Offering will be up to $4,000,000.
Net proceeds of the Offering will be used to carry out airborne
geophysical surveys, geological mapping, geochemical sampling and a
5,000 metre step out drilling program at the Company's Fredriksson
Gruva Discovery and for general corporate purposes.
The Commodity Discovery Fund of Aerdenhout, Holland has
committed to participate in the Offering with a lead order of
$1M. Commodity Discovery Fund
CEO Willem Middelkoop
stated: 'The Commodity Discovery Fund is a Dutch-based fund
that seeks investment opportunities in new discoveries with a tier
1 potential, where early positions in undervalued companies are
taken that are most likely to get taken over by producing companies
seeking to replenish their reserves. Norden Crown Metals'
Gumsberg project provides for precisely this outlook, in a known
mining region hosting deposits with a similar geological signature
and mineralisation. We feel the Norden Crown management team
will be able to draw on its vast experience in order to advance the
project in order to create value for investors.'
The Offering is expected to close on or about May 7, 2021 (the "Closing Date") and is
subject to receipt of applicable regulatory approvals including
acceptance by the TSX Venture Exchange (the "TSX-V"). The
securities issued will be subject to a standard four month hold
period.
Proposed Share Consolidation
The Company also announces that it intends to complete a share
consolidation on the basis of three existing common shares for one
new consolidated common share (the "Consolidation"), which
the Company anticipates completing on the Closing Date. The
Consolidation is subject to acceptance by the TSX-V. In
accordance with the Company's articles, the Consolidation may be
approved by the Company's directors, and shareholder approval is
not required. Currently, the Company has 133,196,582 issued
and outstanding common shares, and assuming no additional common
shares are issued prior to completion of the Consolidation
(including under the Offering), upon completion of the
Consolidation there will be 44,398,860 common shares on a
post-Consolidation basis outstanding. The Offering is being
conducted on a pre-Consolidation basis and, accordingly, in
addition to such 44,398,860 common shares (assuming completion of
the Offering and the Consolidation), an additional 13,333,333
common shares will have been issued under the Offering for an
aggregate post-Consolidation total of 57,732,193 issued and
outstanding common shares.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in
the United States. 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 within the United States or to, or for the account or
benefit of U.S. persons (as defined in Regulation S under the 1933
Act) absent such registration or an applicable exemption from such
registration requirements.
About Norden Crown Metals Corp.
Norden Crown is a mineral exploration company focused on the
discovery of silver, zinc, copper, and gold deposits in
exceptional, historical mining project areas spanning Sweden and Norway. The Company aims to
discover new economic mineral deposits in known mining districts
that have seen little or no modern exploration techniques.
The Company is led by an experienced management team and an
accomplished technical team, with successful track records in
mineral discovery, mining development and financing.
On behalf of Norden Crown Metals
Corp.
Patricio Varas, Chairman and
CEO
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements
This news release contains certain statements that may be deemed
"forward–looking statements". Forward–looking statements are
statements that are not historical facts and are generally, but not
always, identified by the words "expects", "plans", "anticipates",
"believes", "intends", "estimates", "projects", "potential" and
similar expressions, or that events or conditions "will", "would",
"may", "could" or "should" occur. Forward-looking statements
may include, without limitation, statements relating to completion
of the Offering on the terms described herein or at all, the use of
proceeds of the Offering, the planned exploration activities on the
Fredriksson Gruva project, the participation of the Commodity
Discovery Fund in the Offering, and the completion of the
Consolidation on the terms described herein or at
all. Although Norden Crown believes the expectations
expressed in such forward–looking statements are based on
reasonable assumptions, such statements are not guarantees of
future performance, are subject to risks and uncertainties, and
actual results or realities may differ materially from those in the
forward–looking statements. Such material risks and
uncertainties include, but are not limited to: the risk that the
Company cannot complete the Offering or the Consolidation on the
terms described herein, on the timing described herein or at all,
the inability of the Company to obtain acceptance from the TSX
Venture Exchange for the Offering or the Consolidation, the
proceeds of the Offering being used differently than as described
herein, risks related to difficulties in executing exploration
programs at the Fredriksson Gruva property on the Company's
proposed schedules and within its cost and scheduling estimates,
whether due to weather conditions, complications arising from the
COVID-19 pandemic or the actions of the provincial or federal
governments in response thereto, availability or interruption of
power supply, mechanical equipment performance problems, natural
disasters or pandemics in the areas where it operates, the
integration of acquisition; risks related to current global
financial conditions including market reaction to the coronavirus
outbreak; competition within the industry; actual results of
current exploration activities; environmental risks; changes in
project parameters as plans continue to be refined; future price of
gold; failure of equipment or processes to operate as anticipated;
accidents, and other risks of the mining industry; delays in
obtaining approvals or financing; risks related to indebtedness and
the service of such indebtedness, as well as those factors, risks
and uncertainties identified and reported in the Company's public
filings under Norden Crown's SEDAR profile at www.sedar.com.
Although Norden Crown has attempted to identify important
factors that could cause actual actions, events or results to
differ materially from those described in forward-looking
information, there may be other factors that cause actions, events
or results not to be as anticipated, estimated or intended.
Accordingly, readers should not place undue reliance on
forward-looking statements. There can be no assurance that such
information will prove to be accurate as actual results and future
events could differ materially from those anticipated in such
statements. Forward-looking statements are made as of the date
hereof and, accordingly, are subject to change after such date.
Norden Crown disclaims any intention or obligation to update or
revise any forward-looking information, whether as a result of new
information, future events or otherwise unless required by law.
SOURCE Norden Crown Metals Corp.