/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
OTTAWA,
ON, Nov. 28, 2024 /CNW/ - Northern Shield
Resources Inc. ("Northern Shield" or the "Company")
(TSXV: NRN) is pleased to provide additional details on the
terms of its recent offering of flow-through units
("Flow-Through Units") due to requests and market
interest.
The non-brokered private placement (the "Offering"), the
first tranche of which was closed for aggregate gross proceeds of
$250,000 (see press release dated
November 22, 2024), is intended to
raise in aggregate up to $1.0 million
at a price of $0.05 per Flow-Through
Unit with each unit consisting of one Common Share issued on a
flow-through basis within the meaning of the Income Tax Act
(Canada) and one-half of one
Common Share purchase warrant (a "FT Warrant"). Each
whole FT Warrant is exercisable for one Common Share at a price of
$0.11 per share within 24 months of
the closing. Proceeds from the Offering will be used to incur
eligible exploration expenses at the Root & Cellar Property
including a diamond drill program being planned for January
("Qualifying Expenditures") and the Company will renounce
the Qualifying Expenditures to subscribers of the Flow-Through
Units for the year ended December 31,
2024.
The Flow-Through Units will be sold to "accredited investors"
and other exempt parties pursuant to exemptions from prospectus
requirements under Canadian securities laws, and the Company has
been authorized to pay up to 6% cash finders fees and up to 6% FT
Warrants, where applicable, to certain registered brokers and
dealers in respect of investors introduced to the Company who
purchase Flow-Through Units.
Securities issued under the Offering are subject to restrictions
on resale for a period of four months and a day from the date of
closing. The Offering is subject to final approval of the TSX
Venture Exchange. The Company anticipates closing additional
tranches before the end of 2024.
None of the securities sold in connection with the
Offering will be registered under the United States Securities Act
of 1933, as amended, and no such securities may be offered or sold
in the United States absent
registration or an applicable exemption from the registration
requirements. This news release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any
sale of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
About Northern Shield Resources
Northern Shield Resources Inc. is a Canadian-based company known
as a leader in generating high-quality exploration targets that
views greenfield exploration as an opportunity to find a Tier
1 asset, near surface, and at relatively low cost. We implement a
model driven exploration approach to reduce the risk associated
with early-stage projects for ourselves, our shareholders, and the
environment. This approach led us to option the Root & Cellar
Property from a Newfoundland
prospector, who discovered the mineralization, and then its
advancement to a large gold-silver-tellurium system.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Cautionary Statement Regarding Forward-Looking
Statements
This news release contains forward-looking information which is
subject to a variety of risks and uncertainties and other factors
that could cause actual events or results to differ from those
projected in the forward-looking statements. Forward looking
statements in this press release but are not limited to, statements
with respect to the expectations of management regarding the
Offering, the expectations of management regarding the closing of
additional tranches, the use of proceeds of the Offering,, closing
conditions for the Offering, and TSX Venture Exchange final
approval of the Offering. These forward-looking statements are
subject to a variety of risks and uncertainties and other factors
that could cause actual events or results to differ materially from
those projected in the forward-looking information. Risks that
could change or prevent these statements from coming to fruition
include the TSX Venture Exchange may not provide final approval of
the Offering; the Company may be unable to identify additional
subscribers; the proceeds of the Offering may not be used as stated
in this news release; the funds raised from the sale of the
Flow-Through Units may not be renounced in favour of the holders;
the Company may be unable to satisfy all of the conditions to the
closing required by the TSX Venture Exchange. The
forward-looking information contained herein is given as of the
date hereof and the Company assumes no responsibility to update or
revise such information to reflect new events or circumstances,
except as required by law
SOURCE Northern Shield Resources Inc.
