North American Nickel (NAN-V) arranges $7.5-million financing
April 17, 2013 - News Release
North American Nickel Inc. proposes to complete a non-brokered private placement of up to 44,117,647 units at a price of 17 cents per unit for gross proceeds of up to $7.5-million. Each unit will comprise one common share of the company and one-half of one common share purchase warrant, each whole warrant will entitle the holder thereof to purchase one additional common share at an exercise price of 21 cents per share for a period of 24 months following the closing of the respective tranche of the private placement. The net proceeds of the financing will be used to finance the company's mineral exploration programs and to provide additional working capital.
VMS Ventures Inc. intends to subscribe for 11,764,704 units in the financing. VMS, which is an insider and a related party of the company, beneficially owns, or exercises control or direction over, 21,825,000 common shares (or approximately 27.1 per cent of the issued and outstanding common shares) of the company. Richard J. Mark, the chief executive officer and a director of the company, is the chairman, chief executive officer and a director of VMS.
Sentient Executive GP IV Ltd. intends to subscribe for 16,552,399 units in the financing. Sentient, which is an insider and a related party of the company, beneficially owns, or exercises control or direction over, 20 million common shares (or approximately 24.8 per cent of the issued and outstanding common shares) of the company and warrants entitling the holder to acquire up to an additional 10 million common shares of the company.
Due to the fact that VMS and Sentient, which are each insiders and related parties of the company, will subscribe for units, their subscriptions under the financing will be "related party transactions" for the purposes of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. In order to comply with the requirements of Multilateral Instrument 61-101, the VMS and Sentient subscriptions will be completed in two tranches. Both tranches will be completed in reliance on an available exemption from the formal valuation requirement of Multilateral Instrument 61-101 provided in paragraph (b) of Section 5.5 of Multilateral Instrument 61-101. The first tranche of the VMS and Sentient portions of the financing will be completed in reliance on an available exemption from the minority shareholder approval requirement of Multilateral Instrument 61-101 provided in paragraph (a) of Section 5.7 of Multilateral Instrument 61-101. Neither the fair market value of the units issued nor the consideration paid for the units pursuant to the VMS and Sentient portions of the first tranche will exceed 25 per cent of the company's market capitalization. The second tranche of the VMS and Sentient portions of the financing will be conditional on an affirmative vote from the company's disinterested shareholders at the annual and special general meeting of the company to be held on June 13, 2013.
VMS and Sentient, to the company's knowledge, are each making their own investment decisions and are acting independently and not jointly and in concert.
Shares acquired by the placees, and shares which may be acquired upon the exercise of the warrants, will be subject to a hold period of four months plus one day from the date of closing of the respective tranche of the private placement in accordance with applicable securities legislation.
The closing of the first tranche and the second tranche, respectively, will occur as soon as the applicable closing conditions, including the approval of the TSX Venture Exchange (and minority shareholder approval for the second tranche of the financing), have been satisfied. Finders' fees may be paid in connection with the financing.
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