Trading Symbol: TSXV: NAR
VANCOUVER, BC, Sept. 3,
2024 /CNW/ - North Arrow Minerals Inc. (TSXV:
NAR) ("North Arrow" or the "Company") is pleased to
announce that it has entered an option agreement with Rockman
Resources Ltd. ("Rockman") under which North Arrow can earn a 60%
interest in the Kraaipan Gold Project, located within Botswana. The Company also announces that the
board of directors has approved a 10:1 share consolidation and
non-brokered private placement of up to $2,000,000 on a post-consolidation basis. The
private placement is structured to take advantage of the listed
issuer financing exemption (LIFE) whereby common shares issued
pursuant to the exemption will be freely tradeable listed equity
securities not subject to any hold period.
Kraaipan Gold Project, Botswana
Under the terms of the agreement with Rockman, North Arrow can
earn a 60% interest in the Kraaipan Gold Project (the "Project"),
comprised of 1,400km2 of mineral concessions covering
the full 60-kilometre strike extent of the Kraaipan Greenstone Belt
("KGB") in Botswana, by funding
US$5 million in exploration
expenditures over a three-year period.
The KGB is a highly prospective Archean greenstone belt that
straddles the Botswana -
South Africa border, with proven
mineral endowment including Harmony
Gold's Kalgold gold mine in South
Africa, approximately 40km south of the Project. Past
exploration of the northern extent of the KGB has been challenged
by Kalahari Desert sand cover, impacting approximately 80% of the
KGB within Botswana. The sand
cover, while extensive, is typically less than 20 metres over much
of the Project but can locally reach depths of up to 70 metres.
Limited past exploration of the KGB in Botswana has identified local gold
mineralization in shallow drilling of exposed banded iron formation
(BIF) targets. A focus of new exploration will be to identify
BIF-related gold mineralisation beneath the sand cover. To do this,
North Arrow will have access to Rockman's highly experienced
Botswana-based exploration team,
who are capable of deploying cost-effective proprietary exploration
solutions including drone geophysics, truck-mounted drilling and,
potentially deep machine learning technologies to rapidly advance
the Project.
Eira Thomas, Chair of the North Arrow Board of Directors, stated
"We are very pleased to be teaming up with Rockman to evaluate the
Kraaipan greenstone belt in Botswana. In my experience, Botswana is a highly prospective, top tier
mining jurisdiction, where early-stage mineral exploration can be
completed quickly and cost effectively. Work on the Kraaipan
project will allow for an extended window of news flow to
compliment North Arrow's Canadian diamond and lithium exploration
properties."
Ken Armstrong, President and
Chief Executive Officer of North Arrow, added "Truly underexplored,
regional scale exploration opportunities are rare. The Kraaipan
Gold Project represents a significant opportunity for North Arrow
to evaluate the underexplored, sixty-kilometre northern extension
of this well-endowed greenstone belt with the benefit of Rockman's
in-country technical team and exploration technologies. North
Arrow's funding of exploration work, including a recently completed
program of overburden RC drilling, soil sampling and drone
geophysics, is expected to start immediately."
Kraaipan Option Agreement Terms
Under the terms of the option agreement, North Arrow can earn a
60% interest in the Project by incurring US$5 million in exploration expenditures over
three years as follows:
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i.
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US$1,000,000 in
exploration expenditures by no later than June 30, 2025 (firm
commitment, including US$250,000 reimbursement for exploration work
currently underway);
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ii.
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an additional
US$2,000,000 in exploration expenditures by no later than June 30,
2026; and
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iii.
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an additional
US$2,000,000 in exploration expenditures by no later than June 30,
2027.
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Upon incurring the cumulative $5,000,000 in expenditures and delivering
to Rockman a written notice of exercise of the option, the
Company will issue to Rockman the equivalent of Cdn$250,000 in North Arrow shares at which point
North Arrow will have vested its 60% interest.
Within 60 business days of receipt of North Arrow's notice of
exercise, Rockman may elect to:
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i.
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form a joint venture
between North Arrow (60%) and Rockman (40%) (the "Joint Venture
Election"); or
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ii.
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grant North Arrow the
option to acquire an additional 20% interest in the Property by
funding continued evaluation of the Project and delivering a
Preliminary Economic Assessment ("PEA") of the Project (the "PEA
Option Election").
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Under the PEA Option Election, North Arrow will have earned the
additional 20% interest in the Project upon delivering a PEA and
issuing to Rockman the equivalent of Cdn$500,000 in North Arrow shares.
Share Consolidation and Non-Brokered Private
Placement
In support of entering into the option agreement and planned
exploration work at the Project, the directors of the Company have
approved i) a 10:1share consolidation, and ii) a non-brokered
private placement of up to Cdn$2,000,000.
Under the share consolidation, the Company's issued and
outstanding 175,802,243 common shares will be consolidated on the
basis of ten old shares being consolidated into one new share. The
share consolidation is subject to receipt of the approval of the
TSX Venture Exchange. The Company's name and trading symbol will
not change in connection with the share consolidation.
All fractional common shares equal to or greater than one-half
resulting from the consolidation will be rounded to the next whole
number, otherwise, the fractional common shares will be
cancelled. Following the consolidation, and prior to the
non-brokered private placement financing, North Arrow will have an
estimated 17,580,224 common shares issued and outstanding.
All outstanding options and share purchase warrants of the Company
will be adjusted accordingly to reflect the share
consolidation.
The directors believe the share consolidation will put the
Company in a better position to finance its exploration and
development activities. In particular, in light of the
current market conditions, the Company believes it will be
beneficial to the current shareholders to have the issued share
capital made more attractive to future investors.
The non-brokered private placement will comprise up to
10,000,000 units, on a post consolidation basis, (the "Units") at a
price of 20 cents per Unit for total
gross proceeds of $2,000,000.
Proceeds from the private placement will be used to fund the
first-year exploration program at the Project and for general
working capital purposes. Each Unit will consist of one
post-consolidation common share (each a "Share") and one-half
transferable common share purchase warrant (each a
"Warrant"). Each whole Warrant will entitle the holder to
purchase, for a period of 18 months from the date of issue, one
additional post-consolidation common share of North Arrow at an
exercise price $0.30. If the Closing
price for the North Arrow's post-consolidation common shares is
$0.50 or greater for 10 consecutive
days from a date beginning six months following the closing date of
the private placement, and the Company so elects, the holders of
Warrants will have 30 days to exercise their Warrants, otherwise
the Warrants will expire on the 31st day after the
election. North Arrow may pay commissions and finders' fees in
connection with the financing. It is anticipated that insiders of
the Company will participate in the private placement on the same
terms and conditions as arm's length subscribers.
Following the share consolidation and assuming closing of the
fully subscribed private placement financing, as disclosed herein,
the Company will have an estimated 27,580,224 shares issued and
outstanding.
The option agreement, share consolidation and private placement
announced in this news release are subject to certain conditions,
including receipt by North Arrow of all necessary regulatory
approvals, including the approval of the TSX Venture Exchange. All
securities will be issued using exemptions from the prospectus
requirements found in NI 45-106, including Part 5A – Listed Issuer
Financing Exemption (LIFE), and in the
United States pursuant to exemptions from the registration
requirements in Regulation D of the U.S. Securities Act of
1933. All securities issued as part of the private placement
will be subject to a hold period of four months from the date of
issuance of the securities, except any securities issued under the
LIFE exemption will not be subject to any resale restrictions
pursuant to applicable Canadian securities laws. It is
anticipated that insiders of North Arrow may participate in the
private placement on the terms described herein and be subject to a
hold period of four months from the date of issuance of the
securities.
There is an offering document related to this LIFE offering that
can be accessed under North Arrow's profile at www.sedarplus.ca and
on the corporate website at https://tinyurl.com/3atxuj5k.
Prospective investors should read this offering document before
making an investment decision.
About North Arrow Minerals
North Arrow is a Vancouver,
BC-based exploration company currently focused on the
evaluation of the Kraaipan Gold Project in Botswana. North Arrow's management, board of
directors and advisors have significant successful experience in
the global exploration and mining industry. North Arrow is also
evaluating spodumene pegmatites at its 100% owned LDG, MacKay, and
DeStaffany Lithium Projects (NWT), and continues to maintain its
diamond interests in the Naujaat (NU), Pikoo (SK), and Loki (NWT)
Projects. North Arrow's exploration programs are conducted under
the direction of Kenneth Armstrong,
P.Geo. (NWT/NU, ON), President and CEO of North Arrow and a
Qualified Person under NI 43-101.
North Arrow Minerals Inc.
/s/ "Kenneth A. Armstrong"
Kenneth Armstrong
President and CEO
Neither the TSX Venture Exchange nor its
Regulation Services Provider accepts responsibility
for
the adequacy or accuracy of this release.
This news release contains "forward-looking statements"
including but not limited to statements with respect to North
Arrow's plans, the estimation of a mineral resource and the success
of exploration activities. Forward-looking statements, while based
on management's best estimates and assumptions, are subject to
risks and uncertainties that may cause actual results to be
materially different from those expressed or implied by such
forward-looking statements, including but not limited to: risks
related to the successful integration of acquisitions; risks
related to general economic and market conditions; closing of
financing; the timing and content of upcoming work programs; actual
results of proposed exploration activities; possible variations in
mineral resources or grade; failure of plant, equipment or
processes to operate as anticipated; accidents, labour disputes,
title disputes, claims and limitations on insurance coverage and
other risks of the mining industry; changes in national and local
government regulation of mining operations, tax rules and
regulations. Although North Arrow has attempted to identify
important factors that could cause actual results to differ
materially from those contained in forward-looking statements,
there may be other factors that cause results not to be as
anticipated, estimated or intended. There can be no assurance that
such statements will prove to be accurate, as actual results and
future events could differ materially from those anticipated in
such statements. Accordingly, readers should not place undue
reliance on forward-looking statements. North Arrow undertakes no
obligation or responsibility to update forward-looking statements,
except as required by law.
SOURCE North Arrow Minerals Inc.
