NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES
North American Nickel Inc. (the "Company" or “NAN”) (TSX
VENTURE:NAN) (OTCBB:WSCRF) (CUSIP: 65704T 108) is pleased to
announce that it has entered into agreements to complete a
non-brokered private placement (the “Placement”) of up to
233,333,333 units (“Units”) at a price of $0.075 per Unit for
aggregate gross proceeds of $17,500,000. The Placement includes a
$15,000,000 strategic investment from Contemporary Amperex
Technology Co., Limited (“CATL”) and a $1,000,000 investment from
Sentient Executive GP IV, Limited (for the general partner of
Sentient Global Resources Fund IV, L.P.) (collectively,
“Sentient”).
Each Unit consists of one common share in the
capital of the Company and one-half of one common share purchase
warrant of the Company (each whole common share purchase warrant, a
"Warrant"). Each Warrant will entitle the holder thereof to acquire
one common share of the Company at any time prior to 5:00 p.m.
(Toronto time) on the date that is twenty-four (24) months
following its issuance date, at a price of $0.12.
Under a subscription agreement between CATL and
the Company, CATL intends to subscribe for 200,000,000 Units in the
Placement and will have pre-emptive rights and the right to
nominate one director to the board of directors of NAN. CATL is a
Chinese technology company founded in 2011 specializing in the
manufacturing of lithium-ion batteries for electric vehicles and
energy storage systems, as well as battery management systems.
CATL, is rapidly expanding its production of electric car
batteries. For further information regarding CATL please visit
http://www.catlbattery.com.
Sentient, which is an insider and a related
party of the Company, currently beneficially owns, or exercises
control or direction over, 356,476,487 common shares (or,
approximately 64.28% of the issued and outstanding common shares)
of the Company and 126,404,945 common share purchase warrants.
Due to the fact that Sentient is an insider and
a related party, its subscription is considered a "related party
transaction" within the meaning of the TSX Venture Exchange Policy
5.9 and Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions (“MI 61-101”). The Company
intends to rely on the exemptions from the formal valuation and
minority shareholder approval requirements of MI 61-101 contained
in sections 5.5(b) and 5.7(a) of MI 61-101 as no securities of the
Company are listed or quoted on any of the markets specified in MI
61-101 and neither the fair market value of the Units nor the
aggregate proceeds of the Placement exceeds 25% of the Company's
market capitalization. The Company expects to file a material
change report in respect of the Placement less than 21 days prior
to the anticipated closing of the Placement, which the Company
deems reasonable in the circumstances so as to be able to avail
itself of the proceeds of the Placement in an expeditious
manner.
The Units (and securities underlying the Units)
issued under the Placement will be subject to a four-month and one
day hold period from the date of closing. The closing of the
Placement is subject to, among other things, approval of the TSX
Venture Exchange (“TSXV”) and applicable Chinese regulatory
approvals.
The Company intends to use the net proceeds of
the Placement for the commencement of a work program and additional
exploration and drilling 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.
About North American Nickel
North American Nickel is a mineral exploration
company with 100% owned properties in Maniitsoq, Greenland and
Sudbury, Ontario.
The Maniitsoq property in Greenland is a Camp
scale permitted exploration project comprising 2,985 square km
covering numerous high-grade nickel-copper + cobalt sulphide
occurrences associated with norite and other mafic-ultramafic
intrusions of the Greenland Norite Belt (GNB). The >75km-long
belt is situated along, and near, the southwest coast of Greenland
accessible from the existing Seqi deep water port with an all
year-round shipping season and hydroelectric power potential from a
quantified watershed.
The Post Creek/Halcyon property in Sudbury is
strategically located adjacent to the past producing Podolsky
copper-nickel-platinum group metal deposit of KGHM International
Ltd. The property lies along the extension of the Whistle Offset
dyke structure. Such geological structures host major Ni-Cu-PGM
deposits and producing mines within the Sudbury Camp.
Cautionary Note Regarding
Forward-looking Statements
This press release contains certain
“forward-looking statements” and “forward-looking information”
under applicable securities laws concerning the business,
operations and financial performance and condition of the Company.
Forward-looking statements and forward-looking information include,
but are not limited to, statements with respect to the timing and
completion of the Placement, and the availability of regulatory
approvals for the Placement. Except for statements of historical
fact relating to the Company, certain information contained herein
constitutes forward-looking statements. Forward-looking statements
are frequently characterized by words such as “plan,” “expect,”
“project,” “intend,” “believe,” “anticipate”, “estimate” and other
similar words, or statements that certain events or conditions
“may” or “will” occur. Forward-looking statements are based on the
opinions and estimates of management at the date the statements are
made and are based on a number of assumptions and subject to a
variety of risks and uncertainties and other factors that could
cause actual events or results to differ materially from those
projected in the forward-looking statements. Many of these
assumptions are based on factors and events that are not within the
control of the Company and there is no assurance they will prove to
be correct.
Factors that could cause actual results to vary
materially from results anticipated by such forward-looking
statements include the inability to obtain regulatory approvals
required in relation to the Placement. The Company cautions that
the foregoing list of important factors is not exhaustive.
Investors and others who rely on forward-looking statements should
carefully consider the above factors as well as the uncertainties
they represent and the risk they entail. The Company believes that
the expectations reflected in those forward-looking statements are
reasonable, but no assurance can be given that these expectations
will prove to be correct and such forward-looking statements
included in this press release should not be unduly relied upon.
These statements speak only as of the date of this press release.
The Company undertakes no obligation to update forward-looking
statements if circumstances or management’s estimates or opinions
should change except as required by applicable securities laws.
Although the Company has attempted to identify
important factors that could cause actual actions, events or
results to differ materially from those described in
forward-looking statements, there may be other factors that cause
actions, events or results not to be anticipated, estimated or
intended. Statements concerning mineral reserve and resource
estimates may also be deemed to constitute forward-looking
statements to the extent they involve estimates of the
mineralization that will be encountered if the property is
developed.
Statements about the Company's future
expectations and all other statements in this press release other
than historical facts are "forward looking statements" within the
meaning of Section 27A of the U.S. Securities Act, Section 21E of
the Securities Exchange Act of 1934 and as that term defined in the
Private Litigation Reform Act of 1995. The Company intends that
such forward-looking statements be subject to the safe harbours
created thereby. Since these statements involve risks and
uncertainties and are subject to change at any time, the Company's
actual results may differ materially from the expected results.
ON BEHALF OF THE BOARD OF DIRECTORS
Mark FedikowPresidentNorth American Nickel
Inc.
For more information contact:
North American Nickel Inc.Jaclyn
RuptashCorporate Communications604-770-4334Toll free:
1-866-816-0118
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the Exchange) accepts responsibility for the adequacy
or accuracy of this release.
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