TSX-V: NDR
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OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION
DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES./
VANCOUVER, March 8, 2019 /CNW/ - New Dimension Resources
Ltd. (TSXV: NDR) (the "Company", "NDR", or "New Dimension")
announces the completion of its previously announced private
placement of 13,374,100 units at $0.055. Gross proceeds of $735,575 will be used for exploration activities
and general working capital. The units are comprised of one
common share and one half of one share purchase warrant each whole
warrant enabling the holder to acquire one additional common share
at $0.125 during the first 18 months
and $0.25 thereafter until expiry
March 8, 2022. The warrants
will be further subject to accelerated expiry terms. Namely,
the Company has the right to accelerate expiry of the warrants if
the closing price of Company's shares equals or exceeds
$0.25 per common share for 10
consecutive trading days during the first 18 months, or
$0.50 per common share
thereafter.
The Company paid an aggregate of $20,641 and issued 375,300 finders warrants under
the same terms and conditions of the unit warrants, to certain
persons who introduced subscribers to the Company. All
securities issued under the placement are subject to a four month
hold period trade restriction expiring July
9, 2019.
Upon closing of the Private Placement, Sandstorm Gold Ltd will
remain New Dimension's largest shareholder with approximately
12.51% of the issued common shares of the Company. Certain
management and directors also participated in the Private Placement
and now collectively hold 16.10% of the issued common shares of the
Company.
Early Warning Disclosure
Pursuant to National Instrument 62-103 - The Early Warning
System and Related Take Over Bid and Insider Reporting Issues,
Sandstorm is announcing the acquisition of an aggregate of
2,727,275 common shares ("New Dimension Shares") and 1,363,638
share purchase warrants ("New Dimension Warrants") pursuant to the
Private Placement conducted by New Dimension.
With the acquisition of New Dimension Shares, Sandstorm now
holds approximately 12.51% of the outstanding common shares. If
Sandstorm exercises the New Dimension Warrants, it would then hold
14.39% of the then issued and outstanding New Dimension shares (on
a partially diluted basis).
The acquisition of the New Dimension Shares by Sandstorm was
effected for investment purposes. Sandstorm may from time to time
acquire additional securities of New Dimension, dispose of some or
all of the existing or additional securities it holds or will hold,
or may continue to hold its current position.
Additionally, also pursuant to National Instrument 62-103 - The
Early Warning System and Related Take Over Bid and Insider
Reporting Issues, Mr. Eric Roth, CEO
and director of the Company is announcing the acquisition of an
aggregate of 2,727,275 common shares ("New Dimension Shares") and
1,363,638 share purchase warrants ("New Dimension Warrants")
pursuant to the Private Placement.
With the acquisition of Mr. Roth now holds approximately 8.44%
of the outstanding common shares. If Mr. Roth exercises the New
Dimension Warrants, he would then hold 10.41% of the then issued
and outstanding New Dimension shares on a partially diluted
basis.
The acquisition of the New Dimension Shares by Mr. Roth was
effected for investment purposes. Mr. Roth may from time to time
acquire additional securities of New Dimension, dispose of some or
all of the existing or additional securities it holds or will hold,
or may continue to hold his current position.
The early warning reports, as required under National Instrument
62-103, contains additional information with respect to the
foregoing matters and will be filed by Mr. Roth and Sandstorm Gold
Ltd. on New Dimension's SEDAR profile at www.sedar.com
On Behalf of the Board of New Dimension Resources Ltd.
"Eric Roth"
___________________________
Eric Roth, Ph.D., FAusIMM
President
& CEO
About New Dimension Resources
New Dimension is engaged
in the acquisition, exploration, and development of quality mineral
resource properties throughout the Americas, with a focus on
high-grade precious metals deposits. The Company's current
focus is on the discovery of new high-grade gold-silver resources
at its 100%-owned Las Calandrias, Los Cisnes and Sierra Blanca projects, all located in the
highly prospective Deseado Massif of Santa Cruz Province, southern Argentina. The Company also holds an option to
earn-in to a 100% interest in the Savant
Lake gold project in Ontario, together with an active 29.56% JV
interest (with Yamana Gold) in the Domain gold project in
Manitoba.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy nor shall there be any sale of any
of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful, including any of the
securities in the United States of
America. 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 account or benefit of, U.S. Persons (as
defined in Regulation S under the 1933 Act) unless registered under
the 1933 Act and applicable state securities laws, or an exemption
from such registration requirements is available.
Cautionary Notes and Forward-looking
Statements
This news release contains forward-looking information within
the meaning of applicable securities
legislation. Forward-looking information is typically
identified by words such as: believe, expect, anticipate,
intend, estimate, postulate and similar expressions, or are those,
which, by their nature, refer to future events. Such
statements include, without limitation, statements regarding the
the anticipated use of proceeds of the Private Placement Financing,
receipt of all necessary regulatory and third-party approvals
required in connection with the acquisition and the Private
Placement Financing, future results of operations, performance and
achievements of New Dimension, including the timing, completion of
and results from the drill programs described in this release.
Although the Company believes that such statements are
reasonable, it can give no assurances that such expectations will
prove to be correct. All such forward-looking
information is based on certain assumptions and analyses made by
New Dimension in light of their experience and perception of
historical trends, current conditions and expected future
developments, as well as other factors management believes are
appropriate in the circumstances. This information, however, is
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 information. Important
factors that could cause actual results to differ from this
forward-looking information include those described under the
heading "Risks and Uncertainties" in New Dimension's most recently
filed MD&A. New Dimension does not intend, and expressly
disclaims any obligation to, update or revise the forward-looking
information contained in this news release, except as required by
law. Readers are cautioned not to place undue reliance on
forward-looking information.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSXV)
accepts responsibility for the adequacy or accuracy of this
release.
SOURCE New Dimension Resources Ltd.