|February 19, 2013|
Nickel North to Acquire 100% Ownership of Hawk Ridge Project Anthem to Convert $1 Million Property Payment into Common Shares Goldrock to Invest $2 Million
|For Immediate Release|
February 19th, 2013
Nickel North Exploration Corp. (NNX -- TSX-Venture Exchange) (the "Company" or "Nickel North") is pleased to announce a series of finance and corporate initiatives intended to accelerate the acquisition and development of the Company's Hawk Ridge Ni-Cu-PGE Project in northern Quebec.
$2 Million Investment by Goldrock
The Company has arranged a $2 million private placement with Goldrock Resources Co., Ltd. ("Goldrock"), the Company's largest shareholder. The placement is for 8 million Units at $0.25 per Unit (the "Unit"(s)). Each Unit consists of one common share and one half warrant. Each whole warrant is exercisable into one common share at $0.35 in the first year and $0.60 in the second year.
Interim Bridge Loan Facility
The Company also reports that it has received a $300,000 interim bridge loan facility from Sino Minerals Corp., a subsidiary of Goldrock Resources Co Ltd. The loan is unsecured, bears interest at 8% per annum, matures on June 30, 2013 and is payable on or before maturity without penalty. The bridge loan facility will be used to accelerate resource and geological modelling for the Hawk Ridge Ni-Cu-PGE Project in preparation for the upcoming drill season.
Anthem Resources Inc. to Convert Final $1 Million Property Option Payment into Common Shares
The parties to the Hawk Ridge Property Option Agreement (the "Option Agreement") between Nickel North (the "Optionee") and Anthem Resources Inc. ("Anthem", formerly Virginia Energy Resources Inc.) and 662707 Alberta Ltd., a wholly-owned subsidiary of Anthem (collectively the "Optionor") have agreed to an amendment of certain terms and conditions. The Option Agreement was the basis for the Qualifying Transaction as defined in the policies of the TSX Venture Exchange (the "Exchange") and on August 9, 2012 Nickel North became a listed reporting issuer and the Option Agreement was filed with the appropriate regulators in conjunction with the listing of the Company's shares.
Original Option Agreement: Under the original Option Agreement the Company, subject to a 3% NSR, could earn an undivided 100% interest, right and title in and to certain mining claims in the Ungava Bay region, Quebec known as the Hawk Ridge Ni-Cu-PGE Project comprising 429 mineral claims covering a total area of 18,700.4 hectares.
In order to earn its 100% interest under the original Option Agreement the Company was required to, among other things, (i) pay to Anthem on or before December 31, 2013 a final $1,000,000 in cash, less such amount equal to 20% of the cost incurred by Anthem for the 2012 geophysical VTEM aerial survey calculated at $92,081.30 -- leaving an outstanding balance of $907,918.70; and (ii) issue to Anthem on or before December 31, 2013 that number of common shares (the "Remaining Consideration Shares") equal to $500,000 divided by the greater of (A) the price per share equal to 10% discount to the 20 day moving average trading price for the common shares for the 20 day period immediately preceding the date of issuance and (B) $0.20.
Amended Option Agreement:
Under the amended Option Agreement Nickel North agreed to issue common shares to Anthem equal to $907,918.70 divided by the per share price of the Company's next round of non-flow through equity financing ($0.25 per share) within 10 business days of the Company's receipt of approval from the Exchange with respect to the amendment. In addition, Nickel North agreed to issue the Remaining Consideration Shares within 10 business days of the receipt of approval from the Exchange with respect to the amendment.
With the exception of the above amendment all other terms and conditions in the Option Agreement remain in full force and effect. Once Nickel North issues common shares described above to Anthem, Nickel North is expected to acquire 100% ownership of the Hawk Ridge Ni-Cu-PGE Project, subject to a 3% NSR, and Anthem is expect to have no further claim or entitlements with the exception of its remaining equity interest in Nickel North.
Immediately after giving effect to the above $2 million investment by Goldrock, and the issuance of common shares to Anthem under the amended Option Agreement the Company will have a total of 47,052,080 shares outstanding with Goldrock holding 21,750,000 shares (46.2%) and Anthem holding 10,933,707 shares (23.2%).
The Goldrock investment, the interim bridge loan facility and the amended Option Agreement are subject to regulatory and Exchange approvals, as well as the statutory hold and/or escrow restrictions. The Company is expected to make a news release when the shares are issued.
Nickel North CEO, Phillip Mudry stated, "Our two largest shareholders have re-affirmed their belief in the Company's management, advisory team and our Hawk Ridge Ni-Cu-PGE Project. Thanks to the conviction of our two industry partners we now have an unencumbered mandate to unlock the value and full potential at Hawk Ridge."
About The Hawk Ridge Ni-Cu-PGE Project
The Hawk Ridge Ni-Cu-PGE Project is situated in an established mining district within the Labrador Trough in northern Quebec (rated #1 mining jurisdiction in Canada and recently rated #5 in the world by the Fraser Institute). The project is ideally located on tidewater on the west coast of Ungava Bay. The mineral claims cover 18,700 hectares of a highly anomalous 50 km belt of mafic to ultramafic intrusive, volcanic and sedimentary rocks hosting widespread magmatic copper-nickel sulphide mineralization. The project area lies within the prolific Circum Superior Nickel Belt, which also hosts the world-class (producing) Raglan and Thompson mining districts. The property has an extensive work history dating back to 1961 (24,000 m drilling in 361 holes, approximately $20 million in expenditures) by several operators including Esso, SOGEM, Phelps Dodge and Falconbridge.
Other entities and projects active in the area include Goldcorp's Eleonore Mine which is presently under construction, as well as Oceanic Iron Ore Corp.'s iron deposit, currently under development -- along with proposed road and port facilities being considered under the Quebec government's $80 billion "Northern Mineral Development Initiative" supporting mining infrastructure in the province. Additionally, the Quebec government refunds 51% of all exploration and development expenditures in the northern portion of the Province.
On behalf of Nickel North Exploration Corp.
Phillip Mudry P. Geol., CEO
About Nickel North Exploration Corp.
Nickel North Exploration Corp. is a Canadian based exploration company whose shares trade on the TSX Venture Exchange under the symbol NNX. The board of directors, advisory committee and management team feature highly experienced mining professionals and technical experts with an extensive history of mineral discovery and mine development; corporate finance and capital markets; as well as corporate mergers, acquisitions and take-overs. Nickel North Exploration Corp. is a conscientious corporate citizen, maintains good relations with First Nations, and is committed to sustainable development. The Company's corporate mission is to become a pre-eminent supplier of nickel, copper and Platinum Group Elements for domestic and global export markets.
For more information, please visit www.nickelnorthexploration.com , or contact Corporate Communications at 604-609-6182 and/or email: [email protected]
The technical information in this news release has been reviewed by Phillip Mudry, PGeol, Nickel North's President and CEO, and a qualified person as defined by National Instrument 43-101. The Hawk Ridge NI 43-101 technical report has been filed on SEDAR and is available on the company's website.
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.
Disclaimer for Forward-Looking Statements
All statements, other than statements of historical facts, included herein are forward-looking statements that are subject to risks and uncertainties. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "expect", "likely" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions. Forward-looking statements in this news release include statements that a series of finance and corporate initiatives are expected to accelerate the acquisition and development of the Company's Hawk Ridge Ni-Cu-PGE Project; the bridge loan facilitate is expected to be used to accelerate resource and geological modelling for the Hawk Ridge Ni-Cu-PGE Project in preparation for the upcoming drill season; a statement about the Company's shareholding immediately after the $2 million investment by Goldrock and the issuance of common shares to Anthem; statements that once the Company issues common shares to Anthem under the amended Option Agreement, the Company is expected to acquire 100% ownership of the Hawk Ridge Ni-Cu-PGE Project, subject to a 3% NSR, and Anthem is expect to have no further claim or entitlements with the exception of its remaining equity interest in the Company; and the Company is expected to make a news release when the shares are issued. Forward-looking statements are subject to business and economic risks and uncertainties and other factors that could cause actual results of operations to differ materially from those contained in the forward-looking statements. Important factors that could cause actual results to differ materially from the Company's expectations include fluctuations in commodity prices and currency exchange rates; uncertainties relating to interpretation of drill results and the geology, continuity and grade of mineral deposits; the need for cooperation of government agencies and native groups in the exploration and development of properties and the issuance of required permits; the need to obtain additional financing to develop properties and uncertainty as to the availability and terms of future financing; the possibility of delay in exploration or development programs and uncertainty of meeting anticipated program milestones; and uncertainty as to timely availability of permits and other governmental approvals. Forward-looking statements are based on estimates and opinions of management at the date the statements are made. The Company does not undertake any obligation to update forward-looking statements except as required by applicable securities laws. Investors should not place undue reliance on forward-looking statements.
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