Vancouver, British Columbia--(Newsfile Corp. - February 22, 2022) - Nevada Vanadium Mining Corp. (the "Company") is pleased to announce a non-brokered private placement (the "Offering") of up to 10,000,000 units of the Company ("Units") at a price per Unit of $0.40 for aggregate gross proceeds of up to $4,000,000.
Each Unit will consist of one common share in the capital of the Company (a "Share") and one Share purchase warrant (a "Warrant"). Each Warrant shall entitle the holder thereof to purchase one additional Share at a price of $0.50 at any time on or before the 36-month anniversary of the date of issuance of the Warrants. Currently there are 50,000,000 Shares issued and outstanding.
It is anticipated that John Lee, Executive Chairman, will subscribe for up to 1,500,000 Units (being 15% of the Offering) for aggregate gross proceeds of up to $600,000. The issuances of Units to insiders pursuant to the Offering will be considered related party transactions within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that participation in the Offering by insiders will not exceed 25% of the fair market value of the Company's market capitalization. The Company expects to file a material change report in respect of the related party transactions in connection with the Offering.
The Company has engaged Canaccord Genuity Corp. to act as its financial advisor for the offering and may compensate persons who act as finders in connection with the Offering.
The Offering proceeds are expected to be used for the Company's mineral project development, application for stock exchange listing, and for general working capital purposes.
The Company may increase or decrease the size of the Offering in its sole discretion. All securities issued in connection with the Offering will be subject to a hold period of four months.
Closing of the Offering is expected to occur on or about March 4, 2022. All dollar amounts referred to in this news release are in Canadian funds.
About Nevada Vanadium Mining Corp.
Nevada Vanadium Mining Corp. is a Canadian reporting issuer, holding a 100% interest in the Gibellini vanadium project in Nevada. The Company is a spin-out from Silver Elephant Mining Corp. (TSX: ELEF). Silver Elephant owns 39% of Battery Metals Royalties Corp., which owns 45% of Nevada Vanadium, resulting in Silver Elephant indirectly owning 17% of Nevada Vanadium.
Further information on the Company can be found at www.nevadavanadium.com.
NEVADA VANADIUM MINING CORP.
ON BEHALF OF THE BOARD
Ron Espell
Chief Executive Officer
ron@nevadavanadium.com
Cautionary Note Regarding Forward-Looking Statements and Reader Advisory
Certain statements contained in this news release, including, but not limited to, statements with respect to the Offering, the completion of the Offering, the size, amount and type of securities issued under the Offering, participation in the Offering by related parties and the amount of such participation, and the payment of any finder's fees, among other things, and statements which may contain words such as "expects", "anticipates", "intends", "plans", "believes", "estimates", or similar expressions, and statements related to matters which are not historical facts, are forward-looking information within the meaning of applicable securities laws. Such forward-looking statements, which reflect management's expectations regarding the Company's future growth, results of operations, performance, business prospects and opportunities, are based on certain factors and assumptions and involve known and unknown risks and uncertainties which may cause the actual results, performance, or achievements to be materially different from future results, performance, or achievements expressed or implied by such forward-looking statements.
These factors should be considered carefully, and readers should not place undue reliance on the Company's forward-looking statements. The Company believes that the expectations reflected in the forward-looking statements contained in this news release and the documents incorporated by reference herein are reasonable based on information available to it, but no assurance can be given that these expectations will prove to be correct. In addition, 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 as anticipated, estimated or intended. The Company undertakes no obligation to release publicly any future revisions to forward-looking statements to reflect events or circumstances after the date of this news or to reflect the occurrence of unanticipated events, except as expressly required by law.
Not for dissemination in the United States or for distribution to U.S. newswire services. The securities offered have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any applicable state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, a person in the United States or a U.S. person (as defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and any applicable state securities laws, or compliance with an exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
Investors are cautioned that, the securities of the Company are not currently traded on any stock exchange or market and there is no guarantee that the securities of the Company will ever be listed for trading, and accordingly, securityholders may not be able to sell their securities through the facilities of any stock exchange or market at any time. This means that the securities of the Company may be difficult to trade or sell. Even if a listing is achieved, trading in the securities of the Company should be considered highly speculative and investors should only invest if they are ready to lose all their investment.
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
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