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TORONTO, Feb. 13, 2025 /CNW/ - Mason Resources Inc. ("Mason") (TSXV: LLG) (OTCQX: MGPHF) announces that, in connection with a financing announced by NorthX Nickel Corp. ("NorthX") on January 31, 2025, it has acquired ownership and control over 1,200,000 subscription receipts of NorthX (the "Subscription Receipts"), each Subscription Receipt entitling the holder thereof to receive, subject to the fulfillment of the Escrow Release Condition (as defined below) and without payment of any additional consideration, one unit (a "Unit") comprised of one common share of NorthX (a "Share") and one common share purchase warrant of NorthX (a "Warrant") exercisable into one additional Share at any time until February 10, 2028 at a price of $0.075.
Each Subscription Receipt shall entitle Mason to receive one Unit upon the satisfaction, amongst other things, of all conditions to the completion of NorthX's proposed asset acquisition transaction with Magna Mining Inc. ("Magna"), pursuant to which Magna will acquire all of NorthX's property, assets, rights and obligations related to its portfolio of nickel and base metal assets located in the Sudbury Basin, Ontario (the "Escrow Release Condition"). In the event that the Escrow Release Condition is not satisfied on or before 5:00 p.m. (Vancouver time) on June 30, 2025, subject to a possible extension of such deadline, the Subscription Receipts will be cancelled and of no further force and effect, and Mason will receive the purchase price paid therefor plus any accrued interest earned thereon (less applicable withholding tax).
Assuming the Escrow Release Condition is satisfied in a timely manner and all of the Subscription Receipts (including those held by the other holders thereof) are exchanged for Units, Mason would acquire ownership and control over 1,200,000 Shares and 1,200,000 Warrants, representing a decrease in its ownership and control of approximately 4.73% calculated on a non-diluted basis, and 6.18% on a partially-diluted basis.
Immediately prior to the acquisition of the Subscription Receipts, Mason held (i) 4,166,667 Shares and (ii) 4,166,667 Warrants, representing approximately 14.55% of the Shares outstanding calculated on a non-diluted basis, and 25.41% on a partially-diluted basis.
Immediately after the acquisition of the Subscription Receipts, Mason has ownership and control over (i) 4,166,667 Shares, (ii) 4,166,667 Warrants, (iii) the right to receive, subject to the fulfillment of the Escrow Release Condition and without payment of any additional consideration, 1,200,000 Shares through the Subscription Receipts, and (iv) the right to receive, subject to the fulfillment of the Escrow Release Condition and without payment of any additional consideration, 1,200,000 Warrants through the Subscription Receipts. In the event that the Escrow Release Condition is satisfied in a timely manner and all of the Subscription Receipts (including those held by the other holders thereof) are exchanged for Units, Mason would have ownership and control over an aggregate of 5,366,667 Shares and 5,366,667 Warrants. These combined holdings would represent approximately 9.82% of the Shares outstanding calculated on a non-diluted basis, and 17.89% on a partially-diluted basis.