|By Marketwired .||
|May 8, 2014 05:50 PM EDT||
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 05/08/14 -- North American Nickel Inc. (TSX VENTURE:NAN)(OTCBB:WSCRF)(CUSIP:65704T 108) (the "Company") is pleased to announce that it has co-ordinated a private placement of up to 28,484,848 common shares of the Company (the "Shares") at a price of CAD$0.33 per Share for aggregate gross proceeds of up to CAD$9,400,000.
The net proceeds of the financing will be used to fund the Company's 2014 exploration and zone drilling programs at its 100% owned Maniitsoq nickel sulphide project in south western Greenland and to provide additional working capital.
Sentient Executive GP IV, Limited (for the general partner of Sentient Global Resources Fund IV, L.P (collectively, "Sentient") intends to invest its pro-rata amount in the financing in order to maintain its 41.3% position in the capital of the Company. Sentient, which is an insider and a related party of the Company, beneficially owns, or exercises control or direction over, 58,127,098 common shares of the Company or approximately 41.3% of the issued and outstanding common shares of the Company and no warrants.
VMS Ventures Inc. ("VMS") intends to invest $1,250,000 in the financing. VMS, which is an insider and a related party of the Company, beneficially owns, or exercises control or direction over, 33,589,704 common shares (or approximately 23.9% of the issued and outstanding common shares) of the Company and warrants entitling VMS to acquire up to an additional 5,882,352 common shares of the Company. Richard J. Mark, the Chairman, CEO and a director of the Company, is the Chairman, CEO and a director of VMS.
Due to the fact that Sentient and VMS, who are each insiders and related parties of the Company, will subscribe for Shares, their subscriptions under the financing will be "related party transactions" for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Sentient and VMS subscriptions will be completed in reliance on (i) an available exemption from the formal valuation requirement of MI 61-101 provided in paragraph (b) of Section 5.5 of MI 61-101 and (ii) an available exemption from the minority shareholder approval requirement of MI 61-101 provided in paragraph (a) of Section 5.7 of MI 61-101. Neither the fair market value of the Shares issued nor the consideration paid for the Shares pursuant to the Sentient and VMS portions of the private placement will exceed 25% of the Company's market capitalization.
Sentient and VMS, to the Company's knowledge, are each making their own investment decisions and are acting independently and not jointly and in concert.
Shares acquired by the placees will be subject to a hold period of four months plus one day from the date of closing of the private placement in accordance with applicable securities legislation.
The closing of the private placement will occur as soon as the applicable closing conditions, including the approval of the TSX Venture Exchange have been satisfied. Finder's fees may be paid in connection with a small portion of the financing.
Statements about the Company's future expectations and all other statements in this press release other than historical facts are "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and as that term defined in the Private Litigation Reform Act of 1995. The Company intends that such forward-looking statements be subject to the safe harbours created thereby. Since these statements involve risks and uncertainties and are subject to change at any time, the Company's actual results may differ materially from the expected results.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
North American Nickel Inc.
CEO and Chair
604-986-2020 or Toll free: 1-866-816-0118
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