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/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.