Nobel Closes First Tranche of Private Placement Offerings
Nobel Resources Corp. (TSX–V: NBLC) (OTCQB: NBTRF) announces it has closed the first tranche of its previously announced private placement of units pursuant to which the Company issued 45,750,000 units at a price of $0.05 per Unit for aggregate gross proceeds of $2,287,500.
Each Unit consists of one common share of the Company and one-half of one common share purchase warrant. Each Warrant entitles the holder to purchase one Share at a price of $0.06 for a period of 24 months from the date hereof. The Warrants will not be exercisable until 70 days after today’s date.
The LIFE Offering was led by iA Private Wealth Inc. whereby iA acted as lead agent and bookrunner on behalf of a syndicate of agents comprised of Velocity Trade Capital Ltd. and Haywood Securities Inc. In connection with the LIFE Offering, the Agents received an aggregate cash fee equal to $160,125. In addition, the Company issued to the Agents 3,202,500 non-transferable broker warrants. Each Broker Warrant is exercisable to acquire one Share at an exercise price equal to $0.05 for a period of 24 months from today’s date.
The Shares and Warrants issued pursuant to the LIFE First Tranche are not subject to a statutory hold period pursuant to applicable Canadian securities laws as the LIFE First Tranche was completed pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The LIFE First Tranche remains subject to final approval of the TSX Venture Exchange.
In addition to closing the LIFE First Tranche, the Company has closed the first tranche of its previously announced non-brokered private placement of Units pursuant to which the Company issued 6,700,000 Units at a price of $0.05 per Unit for aggregate gross proceeds of $335,000. The Units issued pursuant to the NB First Tranche have the same terms as the Units issued pursuant to the LIFE First Tranche. The Shares and Warrants issued pursuant to the NB First Tranche will be subject to a four-month and one day hold period under applicable securities laws in Canada. The NB First Tranche remains subject to final approval of the TSX Venture Exchange.
The net proceeds of the Offerings will be used by the Company to continue the exploration work on its Chilean mineral properties as well as general corporate and working capital purposes. The Company expects to close the final tranches of the Offerings in the coming weeks.
Certain directors and officers of the Company have subscribed for an aggregate of 4,700,000 Units under the NB First Tranche. As a result of such insider participation, the transaction constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Company is relying on exemptions from the formal valuation requirements of MI 61-101 pursuant to section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(a) in respect of such insider participation, as neither the fair market value (as determined under MI 61-101) of the subject matter nor the fair market value of the consideration for the transaction, insofar as it involves interested parties, exceeds 25% of the Company’s market capitalization (as determined under MI 61-101).
About Nobel
Nobel Resources is a Canadian resource company focused on identifying and developing prospective mineral projects. The Company has a team with a strong background of exploration success.
