/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR DISSEMINATION IN THE UNITED
STATES/
TORONTO, Nov. 27, 2019 /CNW/ - GK Resources LTD. (TSX.V:
NIKL) ("GK Resources" or the "Company") is pleased to announce that
it has entered into an agreement with a syndicate of agents led by
PI Financial Corp and Canaccord Genuity Corp (collectively, the
"Agents") for a marketed private placement of up to 5,000,000
shares of the Company (the "Shares") at a price of $1.00 for aggregate gross proceeds of up to
$5,000,000 (the "Offering"). All
dollar amounts expressed in Canadian dollars unless otherwise
stated.
The Shares will be offered by way of a commercially reasonable
efforts private placement pursuant to exemptions from the
prospectus requirements to residents of all provinces of
Canada, except Quebec, and such other jurisdictions as may be
agreed to by the Company and the Agents.
GK Resources has granted the Agents an option (the "Agents'
Option"), exercisable, in whole or in part, up to two days prior to
the closing of the Offering to increase the size of the Offering by
up to 20% solely to cover over-allotments, if any, and for market
stabilization purposes.
The Company will pay to the Agents a commission of 7.0% of the
gross proceeds of the Offering (including from any exercise of the
Agents' Option), other than in respect of Shares issued to
purchasers on a presidents list (the "President's List"), in which
case the cash fee shall be equal to 3.0% of the aggregate proceeds
of purchasers on the Presidents List. The Company has also agreed
to issue to the Agents' compensation options ("Compensations
Options") to purchase such number of common shares as is equal to
7.0% of the number of Shares issued under the Offering (including
from any exercise of the Agents' Option), other than in respect of
a Shares issued to purchasers on the President's List, in which
case the compensations options issued shall be equal to 3.0% of the
number of Shares issued to purchasers on the President's List. Each
Compensation Option may be exercised to acquire one common share at
an exercise price equal to $1.00 per
common share for a period of 24 months from the closing of the
Offering.
The gross proceeds from the Offering will be used to pay the
initial consideration for the acquisition of the Norwest Nickel
Project, update technical information and advancement of the
Norwest Nickel Project as well as for working capital purposes. The
closing of the Offering is anticipated to occur on or around
December 18, 2019 (the "Closing
Date") and is subject to certain conditions including, but not
limited to, the receipt of all necessary regulatory approvals,
including the acceptance of the TSX Venture Exchange.
All securities issued under the Offering will be subject to a
statutory hold period in Canada
expiring four months and one day from the date of issuance.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in
the United States. The securities
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act") or
any state securities laws and may not be offered or sold within
the United States or to U.S.
Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
On behalf of the Board of Directors
Ian McDonald
President and CEO.
About GK Resources Corp.
GK Resources Ltd. is a mineral property exploration company that
completed its initial public offering on March 21, 2019. On March
25, 2019, the shares of the Company began trading on the TSX
Venture Exchange (the "Exchange") under the stock symbol NIKL.
www.gkresourcesltd.com
Forward Looking Information
This news release contains forward-looking information, which
involves known and unknown risks, uncertainties and other factors
that may cause actual events to differ materially from current
expectation. Important factors - including the availability of
funds, the results of financing efforts, the completion of due
diligence and the results of exploration activities - that could
cause actual results to differ materially from the Company's
expectations are disclosed in the Company's documents filed from
time to time on SEDAR (see www.sedar.com). Forward-looking
statements in this news release include, but are not limited to,
statements regarding completion of the Offering, the anticipated
closing date of the Offering and the use of proceeds from the
Offering. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
of this news release. The Company disclaims any intention or
obligation, except to the extent required by law, to update or
revise any forward-looking statements, whether as a result of new
information, events or otherwise.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES
PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX
VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR
ACCURACY OF THE RELEASE.
SOURCE GK Resources Ltd.
