Please return completed subscription agreements to myself as well as Norma at Heighington Law.
Vancouver, British Columbia–(Newsfile Corp. – December 3, 2020) – Northstar Gold Corp. (CSE: NSG) (“Northstar” or the “Company”), announces a non-brokered private placement financing (the “Offering”) for aggregate proceeds of up to $2,700,000.
The Offering includes a flow-through component (the “Flow-Through Component”), which is comprised of up to 3.75 million flow-through units (the “Flow-Through Units”) at a price of $0.32 per Flow-Through Unit for gross proceeds of up to $1,200,000. Each Flow Through Unit is comprised of one flow-through common share (each, a “Flow Through Share”) and one-half of one non-flow through share purchase warrant. Each full warrant is exercisable for one non-flow through common share (each, a “Share”) at an exercise price of $0.45 for a term of 18 months after the closing. The non-flow through component of the Offering (the “Non-Flow Through Component”) is comprised of up to 6.0 million non-flow through units (the “Non-Flow Through Units”) at a price of $0.25 per Non-Flow Through Unit for gross proceeds of up to $1,500,000. Each Non-Flow Through Unit is comprised one Share and one-half non-flow through warrant. Each whole warrant will be exercisable for one common share at an exercise price of $0.40 for a term of 18 months after the closing.
The gross proceeds from the sale of the Flow-Through Shares will be used to incur eligible Canadian Exploration Expenses (“CEE”) at the Company’s 100%-owned flag-ship Miller Gold Property, situated 18 km southeast of Kirkland Lake, Ontario, and the Company’s Bryce Gold Property, situated 35 km to the southwest. The Company will renounce CEE effective on or before December 31, 2021. The financing is expected to close on or about December 15, 2021. The proceeds raised from the Non-Flow Through Component will also be used for exploration work on the Miller Gold Property, as well as general working capital.
The Existing Shareholder Exemption and Investment Dealer Exemption
The Offering will be made available to existing shareholders of the Company who, as of the close of business on November 26, 2020, held common shares of the Company (and who continue to hold such common shares as of the closing date), pursuant to the prospectus exemption set out in B.C. Instrument 45-534 — Exemption From Prospectus Requirement for Certain Trades to Existing Security Holders and in similar instruments in other jurisdictions in Canada. The existing shareholder exemption limits a shareholder to a maximum investment of $15,000 in a 12-month period unless the shareholder has obtained advice regarding the suitability of the investment and, if the shareholder is resident in a jurisdiction of Canada, that advice has been obtained from a person that is registered as an investment dealer in the jurisdiction. If the company receives subscriptions from investors relying on the existing shareholder exemption exceeding the maximum amount of the financing, the company intends to adjust the subscriptions received on a pro rata basis.
The company has also made the Offering available to certain subscribers pursuant to B.C. Instrument 45-536 — Exemption From Prospectus Requirement for Certain Distributions Through an Investment Dealer. In accordance with the requirements of the investment dealer exemption, the company confirms that there is no material fact or material change about the Company that has not been generally disclosed.
The Offering is subject to all necessary regulatory approvals including acceptance from the Canadian Securities Exchange. All securities issued in connection with the Offering will be subject to a four-month hold period from the closing date under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.
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