Vancouver, British Columbia--(Newsfile Corp. - April 3, 2024) - Nevada Vanadium Mining Corp. ("Nevada Vanadium" or the "Company") announces a non-brokered private placement to raise gross proceeds of $72,000 through the sale of 1,200,000 units (the "Units") at a price of $0.06 per Unit. Each Unit consists of one common share of the Company and one share purchase warrant with each warrant (the "Warrant") entitling the holder to purchase one additional common share of the Company at a price of $0.08 per share for a period of three years from closing (the "Private Placement"). The Company also announces that is has closed a first tranche of the Private Placement in the amount of $43,544 through the sale of 725,733 Units.
John Lee, Executive Chairman of the Company, was the sole subscriber to the 725,733 Units. The issuance of Units to Mr. Lee is considered a related party transaction within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relies 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 Private Placement by Mr. Lee does not exceed 25% of the fair market value of the Company's market capitalization. The Company will file a material change report in respect of the related party transaction in connection with the closing of the Private Placement.
Proceeds of the Private Placement are expected to be used for project advancement, working capital and general corporate purposes.
The securities issued pursuant to the Private Placement will be subject to a regulatory four-month hold period. The securities issued pursuant to the first tranche closing will not be able to be traded until August 3, 2024.
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 "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Nevada Vanadium and Flying Nickel Mining Corp. ("Flying Nickel") also announce that further to their joint press releases dated October 5, 2022 and August 23, 2022, Nevada Vanadium and Flying Nickel continue to work diligently with their respective advisors towards completion of the proposed acquisition of all of the issued and outstanding common shares of Nevada Vanadium by Flying Nickel by way of a court-approved plan of arrangement (the "Transaction"). Flying Nickel and Nevada Vanadium expect to update the closing schedule in April 2024.
About Nevada Vanadium Mining Corp.
Nevada Vanadium Mining Corp. is a reporting issuer in Canada, holding a 100% interest in the Gibellini vanadium project in Nevada, United States.
To find out more about Nevada Vanadium, visit www.nevadavanadium.com.
NEVADA VANADIUM MINING CORP.
ON BEHALF OF THE BOARD
"Ron Espell"
CEO
For more information about Nevada Vanadium, please contact Investor Relations: info@nevadavanadium.com
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this news release, including 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. Forward-looking information in this news release include the expected gross proceeds of the Private Placement, and use of proceeds raised from the Private Placement, and the expected timing to determine the closing schedule for the Transaction.
Forward-looking statements involve significant risks and uncertainties, and should not be read as guarantees of future performance, events or results, and may not be indicative of whether such events or results will actually be achieved. A number of risks and other factors could cause actual results to differ materially from expected results discussed in the forward-looking statements, including but not limited to: changes in business plans; ability to secure sufficient financing to advance the Company's project, ability to complete the Transaction as previously announced by press releases on October 5 and August 23, 2022 (collectively, the "Joint News Releases"); and general market, industry and economic conditions. See the Joint News Releases for further details about the Transaction and its associated risks. Further details about the risk factors concerning the Transaction are set out in such news releases. Additional risk factors are set out in the Company's latest annual and interim management's discussion and analysis, available on SEDAR+ at www.sedarplus.ca.
Forward-looking statements are based on reasonable assumptions by management as of the date of this news release, and there can be no assurance that actual results will be consistent with any forward-looking statements included herein. Readers are cautioned that all forward looking statements in this news release are made as of the date of this news release. The Company undertakes no obligation to update or revise any forward-looking statements in this news release to reflect circumstances or events that occur after the date of this news release, except as required by applicable securities laws.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/204073
SOURCE: Nevada Vanadium Mining Corp.
