EV Nickel to Close Oversubscribed Private Placement of C$2.1M
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ACCESSWIRE
September 14, 2023 at 07:30 AM EDT
NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA OR TO US WIRE SERVICES TORONTO, ON / ACCESSWIRE / September 14, 2023 / EV NICKEL INC. (TSXV:EVNI) ("EVNi" or the "Company") announced today that it is closing the second and final tranche of a non-brokered, private placement of units ("Units") of the Company at C$0.06 per Unit (see news releases dated July 17, 2023 and September 12, 2023) for total gross proceeds of C$2,100,020 (the "Offering"). Tranche 1 closed on July 21, 2023, with aggregate proceeds of C$82,020 and tranche 2 is closing today for aggregate proceeds of C$2,018,000 (each, a "Closing Date"). Pursuant to the Offering, the Company is issuing, in aggregate, 35,000,334 Units between tranche 1 and tranche 2. Each Unit consists of one common share ("Common Share") in the capital of the Company and one common share purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of C$0.09 for a period of 24 months following the respective Closing Date. EVNi intends to use the net proceeds raised from the Offering for the continued exploration and advancement of the Company's Shaw Dome Project located south of Timmins, Ontario and for general corporate purposes. Three new strategic investors are participating in the Offering (each, a "New Strategic Investor"), consisting of two generalist financial investors, John Paterson ("Mr. Paterson") and Hegemon VC EVNi, LLC ("Hegemon"), and one industry participant. After the Offering, each of the New Strategic Investors will own more than 5% but less than 9.9% of the Common Shares. In connection with the Offering, and pursuant to Investor Rights Agreements (each, an "Investor Rights Agreement") entered into with each of the New Strategic Investors, each New Strategic Investor was also granted the right to nominate a candidate to the EVNi board of directors (the "Nomination Rights"). One of the New Strategic Investors, John Paterson, will hold Nomination Rights until December 31, 2025, and the other two New Strategic Investors will retain their Nomination Rights provided they continue to hold at least 5% of the Common Shares. Each of the New Strategic Investors has also been granted a right to maintain their pro-rata interest in the Company in future financings. The Company is pleased to announce that John Paterson will be joining EVNi's Board effective immediately. Mr. Paterson's career is in finance and law working in both domestic and international financial institutions. With extensive corporate experience, he is currently a board member and advisor to companies in various industries and areas, including strategy, planning, and execution. The Company will pay finder's fees on portions of the Offering. These finder's fees will total C$88,761 in cash and 1,479,357 in common share purchase warrants (the "Broker Warrants"). Each Broker Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of C$0.09 for a period of 24 months following the Closing Date. PowerOne Capital Markets Limited acted as a finder in connection with the Offering. "The Company is pleased to be closing this financing. We are grateful for the continued support of some core existing shareholders and welcome our New Strategic Investors. John will be a tremendous addition to the Board," stated Sean Samson, President and CEO of EV Nickel. "We now enter an exciting period, with High-Grade and Large-Scale Resources now established, continued Clean Nickel™ R&D results on the horizon and supportive financial partners at our side- we can begin to realize more of the potential from our Shaw Dome Project." Early Warning Disclosure Immediately after the final tranche of the Offering, Mr. Paterson beneficially owns, and has control and direction over, 7,250,000 Common Shares and Warrants exercisable for 7,250,000 Common Shares, representing approximately 8.4% of the outstanding shares on an undiluted basis and 15.4% on a partially-diluted basis, assuming the exercise of the Warrants held by Paterson, based upon 86,397,271 Common Shares outstanding upon completion of the final tranche of the Offering. The Units were acquired by Mr. Paterson for investment purposes only, and in the future, Mr. Paterson may acquire additional securities of EVNi, dispose of some or all of the existing securities it holds or will hold, or may continue to hold its current position, depending on market conditions, reformulation of plans and/or other relevant factors. An early warning report (the "Paterson Report") will be filed by Mr. Paterson pursuant to NI 62-103 on SEDAR+ at www.sedarplus.ca under the profile of EVNi. To obtain a copy of the Paterson Report, please contact John Paterson, addressed at 77 King Street West, Suite 3000, Toronto, ON, M5K 1G8 or by telephone at 647-960-9931. Hegemon acquired 7,250,000 Units at a price of C$0.06 per Unit pursuant to the final tranche of the Offering, for a total subscription price of C$435,000. As a result, Hegemon acquired 7,250,000 Common Shares and 7,250,000 Warrants. Hegemon is providing the following disclosure pursuant to NI 62-103 as Hegemon's ownership over the shares of the Company is more than 10% of the issued and outstanding shares on a partially-diluted following the Offering. Immediately after the final tranche of the Offering, Hegemon beneficially owns, and has control and direction over, 7,250,000 Common Shares and Warrants exercisable for 7,250,000 Common Shares, representing approximately 8.4% of the outstanding shares on an undiluted basis and 15.4% on a partially-diluted basis, assuming the exercise of the Warrants held by Hegemon, based upon 86,397,271 Common Shares outstanding upon completion of the final tranche of the Offering. The Units were acquired by Hegemon for investment purposes only, and in the future, Hegemon may acquire additional securities of EVNi, dispose of some or all of the existing securities it holds or will hold, or may continue to hold its current position, depending on market conditions, reformulation of plans and/or other relevant factors. An early warning report (the "Hegemon Report") will be filed by Hegemon pursuant to NI 62-103 on SEDAR+ at www.sedarplus.ca under the profile of EVNi. To obtain a copy of the Hegemon Report, please contact David Leve, addressed at PO Box 1810, Tampa, FL 33601 or by telephone at 585-260-8893. Settlement of the New Resource Payment In July 2023, EVNi indicated to Rogue that it planned to settle the EV Resource Payment in Common Shares, and independent directors of both companies met to agree the specifics. The Langmuir APA stipulated that the 10-day volume weighted average price ("10-day VWAP") from five trading sessions before announcement of the MRE and 5 days after the announcement of the MRE was to be used to determine price per Common Share. As a result, the 10-day VWAP to be used is $0.1188 / Common Share. EVNi added 17.9M NiEq lbs in the Indicated Resource category of the MRE, and the APA stipulated that EVNi shall pay Rogue $1 for every 30 NiEq lbs of Indicated Resource (the "Indicated Rate"), as a result, $597,526 was owing by EVNi to Rogue pursuant to the APA. The MRE also included 9.5M NiEq lbs in the Inferred Resource category; however, EVNi had not completed enough drilling to convert the Inferred Resource into Indicated Resources and Inferred Resource were not accounted for in the original APA. As a result, the independent members of the boards of EVNi and Rogue agreed to amend the APA, such that EVNi shall pay 55% of the Indicated Rate, for the Inferred Resource NiEq lbs, meaning an additional $174,735 is owed by EVNi to Rogue. As a result of the MRE and the amended APA as set out above, the EV Resource Payment is $772,262 less the $384,140 previously advanced to Rogue. EVNi has elected to pay the EV Resource Payment entirely in Common Shares, which pursuant to the 10-day VWAP as set out in the APA, 3,267,016 Common Shares shall be issued by EVNi to Rogue. As per the APA, these Common Shares will be issued to Rogue on or before September 22, 2023. About EV Nickel Inc. The Company acknowledges the financial contributions being provided by the Province of Ontario's Critical Minerals Innovation Fund and the Government of Canada through the Industrial Research Assistance Program in assisting with the implementation of EVNi's Clean Nickel™ Research and Development Program. Qualified Person Cautionary Note Regarding Forward-Looking Statements Contact Information Or contact: Sean Samson, President & CEO at info@evnickel.com. EV Nickel Inc. 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 of this release. SOURCE: EV Nickel Inc. View source version on accesswire.com: https://www.accesswire.com/783970/ev-nickel-to-close-oversubscribed-private-placement-of-c21m More NewsView MoreRecent QuotesView More
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