Norden Crown Metals Corporation (“
Norden Crown” or
the “
Company”) (TSXV:NOCR, OTC:NOCRF, Frankfurt:
03E) is pleased to announce that it has closed its previously
announced acquisition (the “
Transaction”) of 100%
of the issued and outstanding securities of Domestic Copper
Corporation (“
Domestic Copper”) and the concurrent
non-brokered private placement (the “
Private
Placement”). In connection with the Transaction, a Share
Exchange Agreement was entered into among the Company, Domestic
Copper and shareholders of Domestic Copper. A copy of the agreement
is available under the Company’s SEDAR+ profile at
www.sedarplus.ca. The Transaction has resulted in the Company’s
acquisition of the right to acquire an up to 60% interest (subject
to certain back-in rights) in the Smart Creek copper-gold porphyry
project, located approximately 16 kilometers north of Philipsburg,
Montana (the “
Property”).
Patricio Varas, Chairman and CEO of
Norden Crown, stated: “The closing of the acquisition and
concurrent private placement is an important step in preparing the
Company for the industry-anticipated shift to robust copper and
gold markets. We believe that copper and gold commodities will lead
a resurgence in mineral exploration in light of globally declining
mine grades and an increase in demand for copper driven by an
expanding middle class and pressure from the growing EV automotive
industry.” Mr. Varas further stated: “This transaction provides
Norden Crown with the opportunity to explore the Smart Creek
copper-gold porphyry project, with a focus on its high-potential
copper and gold targets, typically reserved for major mining
companies, and to leverage the combined economic geological
experience of the Rio Tinto and Norden Crown technical teams with a
shared vision to find a major bulk minable orebody.”
Under the Transaction, 8,000,000 common shares
of the Company were issued to the shareholders of Domestic Copper
in exchange for 3,000,000 common shares of Domestic Copper, at a
deemed price of $0.05 per share.
Under the Private Placement, 12,200,000 common
shares of the Company were issued at $0.05 per share for total
gross proceeds to the Company of $610,000. No finder’s fees were
paid in connection with the Private Placement.
All securities issued under the Private
Placement are subject to a statutory hold period expiring four
months and one day from the issue date. The TSX Venture Exchange
has accepted the Transaction and the Private Placement.
Not less than $400,000 from the proceeds of the
Private Placement will be allocated to expenditures related to the
Property. The remaining proceeds will be applied towards
expenditures on the Company’s other projects, and for working
capital and general corporate purposes.
Participation by insiders of the Company in the
Private Placement constituted a related party transaction as
defined in Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions (“MI
61-101”). The Company has relied on exemptions provided
under sections 5.5(b) and 5.7(1)(b) of MI 61-101 from the formal
valuation and minority shareholder approval requirements on the
basis that (i) the Company is not listed on certain specified
markets, (ii) neither the fair market value of the securities
issued under the Private Placement to, nor the consideration paid
by, insiders of the Company, exceeds $2,500,000, and (iii) the
Company’s independent directors have approved of such securities
issuance.
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 “1933 Act”), or any state securities
laws and may not be offered or sold within the United States or
to, or for the account or benefit of, U.S. persons (as defined in
Regulation S under the 1933 Act) absent such registration or an
applicable exemption from such registration requirements.
About Norden Crown Metals
Corporation
Norden Crown is a mineral exploration company
focused on the discovery of large scale copper and gold deposits in
exceptional, historical mining regions. The Company aims to
discover new economic mineral deposits in historical mining
districts that have seen exploration where economically favorable
grades have been indicated by historic drilling and outcrop
sampling. The Company is led by an experienced management team and
an accomplished technical team, with successful track records in
mineral discovery, mining development and financing.
On behalf of Norden Crown Metals
Corporation
Patricio Varas, Chairman and CEO (604)
831-9306
For more information on Norden Crown, please
visit the Company website at www.nordencrownmetals.com or contact
us at info@nordencm.com.
Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Cautionary Note Regarding Forward-Looking
Statements
This news release contains certain statements
that may be deemed “forward-looking statements”. Forward-looking
statements are statements that are not historical facts and are
generally, but not always, identified by the words “expects”,
“plans”, “anticipates”, “believes”, “intends”, “estimates”,
“projects”, “potential” and similar expressions, or that events or
conditions “will”, “would”, “may”, “could” or “should” occur.
Forward-looking statements may include, without limitation,
statements relating to the use of proceeds from the Private
Placement and the planned exploration activities on the Property.
Although Norden Crown believes the expectations expressed in such
forward-looking statements are based on reasonable assumptions,
such statements are not guarantees of future performance, are
subject to risks and uncertainties, and actual results or realities
may differ materially from those in the forward-looking statements.
Such material risks and uncertainties include, but are not limited
to: the proceeds of the Private Placement being used other than as
described herein; competition within the industry; actual results
of current exploration activities; environmental risks; changes in
project parameters as plans continue to be refined; future price of
commodities; failure of equipment or processes to operate as
anticipated; accidents, and other risks of the mining industry;
delays in obtaining approvals or financing; risks related to
indebtedness and the service of such indebtedness; as well as those
factors, risks and uncertainties identified and reported in the
Company’s public filings under Norden Crown’s SEDAR+ profile at
www.sedarplus.ca. Although Norden Crown has attempted to identify
important factors that could cause actual actions, events or
results to differ materially from those described in
forward-looking information, there may be other factors that cause
actions, events or results not to be as anticipated, estimated or
intended. Accordingly, readers should not place undue reliance on
forward-looking statements. There can be no assurance that such
information will prove to be accurate as actual results and future
events could differ materially from those anticipated in such
statements. Forward-looking statements are made as of the date
hereof and, accordingly, are subject to change after such date.
Norden Crown disclaims any intention or obligation to update or
revise any forward-looking information, whether as a result of new
information, future events or otherwise unless required by law.
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