Nubian Resources Announces Private Placement
JUNE 24, 2016 – Nubian Resources Ltd. (“Nubian” or the “Company”) (TSX VENTURE: NBR) announces a non-brokered private placement consisting of up to 5,000,000 units (“Units”) at a price of CDN $0.05 per Unit to raise gross proceeds of up to CDN $250,000 (the “Private Placement”). Each Unit will consist of one common share in the capital of the Company and one transferable share purchase warrant. Each warrant will entitle the holder thereof to purchase one additional common share in the capital of the Company for a period of twenty-four months from the closing date, at a purchase price of CDN $0.06 per share.
The Company may pay finder’s fees on a portion of the Private Placement in accordance with applicable securities laws and the policies of the TSX Venture Exchange. All securities issued under the Private Placement will be subject to a four month and one day “hold period” under applicable Canadian securities legislation.
The Private Placement is subject to approval of the TSX Venture Exchange. The sale of the Units under this Private Placement will be conducted in reliance upon certain prospectus exemptions, including the exemption allowing issuers to raise capital by distributing securities to existing shareholders (the “Existing Shareholder Exemption”) contained in Multilateral CSA Notice 45-313 and the various corresponding blanket orders and rules of participating jurisdictions as well as other available prospectus exemptions, including sales to accredited investors and close personal friends and business associates of directors and officers of the Company.
The Company has set June 21, 2016 as the record date for the purpose of determining existing shareholders entitled to purchase Units pursuant to the Existing Shareholder Exemption. Subscribers purchasing Units under the Existing Shareholder Exemption will need to represent in writing that they meet certain requirements of the Existing Shareholder Exemption, including that they were, as of the record date and continue to be as of the date of closing for their subscription, a shareholder of the Company.
The aggregate acquisition cost to a subscriber under the Existing Shareholder Exemption cannot exceed CDN $15,000 unless that subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment. There is no minimum subscription. Assuming the Private Placement is fully subscribed, the Company intends to allocate the net proceeds as follows: (i) lease payment BLM fee and final down payment to maintain mining claims on its Excelsior Springs Property located in Esmeralda County, Nevada – CDN $130,000; (ii) regulatory filing fees and audit fees – CDN $50,000; (iii) outstanding liabilities – CDN $50,000; and (iv) general working capital – CDN $20,000.
Although the Company intends to use the proceeds of the Private Placement as described above, the actual allocation of net proceeds may vary from the uses set forth above, depending on future operations, unforeseen events or opportunities.
If the Private Placement is not fully subscribed, the Company will apply the proceeds to the above uses in priority and in such proportions as the Board of Directors and management of the Company determine is in the best interest of the Company. Existing shareholders of the Company are directed to contact the Company for further information concerning subscription for Units under the Private Placement in reliance on the existing
Shareholder Exemption as follows:
Contact: David A. Fynn, Chief Financial Officer
Telephone: 604-870-4988
Email: [email protected]
If the aggregate subscription for Units under the Private Placement exceeds the maximum number of Units proposed to be distributed, subscriptions will be accepted in whole or in part at the discretion of the Company, however in the event the sale of Units under the Private Placement is oversubscribed, subscriptions for Units will be processed by the Company on a first come, first served basis. The Company confirms that there is no material fact or material change relating to the Company or its business that has not been generally disclosed.
FOR FURTHER INFORMATION PLEASE CONTACT:
Larry Treadgold
Chief Executive Officer
Nubian Resources Ltd.
Office: 604 870-4988
Jeannette Durand: [email protected]
Web Page: www.nubianr.com
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