NOT FOR DISSEMINATION IN THE
UNITED STATES OR THROUGH U.S. NEWSWIRES
VANCOUVER,
Nov. 28, 2012 /CNW/ - Copper North
Mining Corp. ("Copper North" or the "Company") (TSX.V: COL) is
pleased to announce a non-brokered private placement (the "Private
Placement") of up to 7,000,000 units of the Company (the "Units")
at a price of $0.15 per Unit for
aggregate gross proceeds of up to $1,050,000.
Each Unit will consist of one common share in
the capital of the Company ("Share") and one-half of a
non-transferable common share purchase warrant (each whole such
warrant, a "Warrant"). Each Warrant will entitle the holder to
purchase one additional Share at a price of $0.20 for a period of 24 months from
closing. Should the volume-weighted average trading price of
the Shares equal or exceed $0.30 over
a period of 20 consecutive trading days, the Company may accelerate
the expiry date of the Warrants to the day which is 30 days after
the notice of acceleration has been sent to the holders of the
Warrants.
The proceeds from the Private Placement will be
used for permitting activities relating to the Company's
wholly-owned Carmacks Copper Project and for working capital and
general corporate purposes.
Certain directors and officers of the Company
may acquire securities under the Private Placement. Any such
participation would be considered to be a "related party
transaction" as defined under Multilateral Instrument 61-101 ("MI
61-101"). The transaction will be exempt from the formal
valuation and minority shareholder approval requirements of MI
61-101 as neither the fair market value of any shares issued to or
the consideration paid by such persons will exceed 25% of the
Company's market capitalization.
The Private Placement is subject to TSX Venture
Exchange approval and all securities will be subject to a four
month hold period. The Company anticipates closing of the Private
Placement as soon as practicable subject to receipt of all
necessary regulatory approvals.
This news release does not constitute an
offer to sell or a solicitation of an offer to sell 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 securities laws or an exemption from such registration
is available.
About Copper North
Copper North is a Canadian mineral exploration
and development company. Copper North's assets include the Carmacks
Copper Project located in the Yukon, and the high-grade, stratiform-copper
Redstone Property, located in the Northwest Territories. Copper North trades on
the TSX Venture Exchange under the symbol COL.
Please visit www.coppernorthmining.com.
On behalf of the Board of Directors:
"Sally L. Eyre"
This news release includes certain
forward-looking information or forward-looking statements for the
purposes of applicable securities laws. These statements
include, among others, statements with respect to the completion of
the proposed Private Placement, the price of securities issued
pursuant to the Private Placement, use of proceeds from the Private
Placement, proposed exploration, development, and permitting
activities and their timing, potential mineralization and the
announcement of results. These statements address future
events and conditions and, as such, involve known and unknown
risks, uncertainties and other factors, which may cause the actual
results, performance or achievements to differ materially from
those anticipated in such statements. Important factors that could
cause actual results to differ materially from the Company's
expectations include, among others, the timeliness and success of
regulatory approvals, the timing and success of future exploration
and development activities, exploration and development risks,
market prices, exploitation and exploration results, availability
of capital and financing, general economic, market or business
conditions, uninsured risks, regulatory changes, defects in title,
availability of personnel, materials and equipment, unanticipated
environmental impacts on operations and other exploration risks
detailed herein and from time to time in the filings made by the
Company with securities regulators. In making the
forward-looking statements, the Company has applied several
material assumptions including, but not limited to, the assumptions
that the Private Placement will receive regulatory approval and
will proceed as planned, the proposed exploration, development, and
permitting of the mineral projects will proceed as planned, market
fundamentals will result in sustained metals and mineral prices,
and any additional financing needed will be available on reasonable
terms. The Company expressly disclaims any intention or obligation
to update or revise any forward-looking statements whether as a
result of new information, future events or otherwise except as
otherwise required by applicable securities legislation.
Neither the 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.
SOURCE Copper North Mining Corp.