/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
OTTAWA,
ON, Dec. 11, 2024 /CNW/ - Northern Shield
Resources Inc. ("Northern Shield" or the "Company")
(TSXV: NRN) is pleased to announce that it intends to
undertake a non-brokered private placement financing for aggregate
gross proceeds of $400,000 (the
"Offering").
The Offering is comprised of 10,000,000 units ("Units")
at $0.04 per Unit with each Unit
consisting of one common share in the capital of the Company (a
"Common Share") and one Common Share purchase warrant (a
"Warrant"). Each whole Warrant is exercisable for one Common
Share at a price of $0.10 per share
within 24 months of the closing. Proceeds from the offering
will be used primarily for working capital purposes and to complete
further exploration at the Company's Root & Cellar
Property.
A Director of the Company, Mr. Russell
M. Richards, will acquire 2,500,000 Units for proceeds of
approximately $100,000. The
issuance of securities to an insider pursuant to the Offering (the
"Insider Participation") constitutes a related party
transaction within the meaning of TSX Venture Exchange
("TSXV") Policy 5.9 and Multilateral Instrument 61-101 -
Protections of Minority Security Holders in Special
Transactions ("MI 61-101"). Among other
things, MI 61-101 requires, in certain instances, that a reporting
issuer proposing to carry out a related party transaction is
required to: (i) engage an independent valuator to prepare a
valuation of the affected securities (the "Formal Valuation
Requirement"); and (ii) obtain the approval of a majority of
the "minority" shareholders (as that term is used in MI 61-101)
(the "Minority Approval Requirement").
Subject to the TSXV's potential application of its discretion in
section 3.1 of TSXV Policy 5.9, Northern Shield would be
entitled to rely on the exemption from the Formal Valuation
Requirement by virtue of the exemption contained in section 5.5(b)
as the Company not listed on certain specified markets.
Additionally, Northern Shield is exempt from the Minority Approval
Requirement as it is relying on the exemption contained in section
5.7(1)(a) of MI 61-101 in respect of the Insider Participation as
neither the fair market value of the subject matter of, nor the
fair market value of the consideration for, the Insider
Participation, insofar as it involves related parties, exceeds 25%
of the Company's market capitalization.
Further details will be included in a material change report to
be filed by the Company in due course. The material change report
will not be filed more than 21 days prior to the closing of the
Offering as the level of insider participation was not known until
recently.
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 TSXV.
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 and copper porphyry
system.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Cautionary Statement Regarding Forward-Looking
Statements
This news release contains forward-looking information which is
subject to a variety of risks and uncertainties and other factors
that could cause actual events or results to differ from those
projected in the forward-looking statements. Forward looking
statements in this press release but are not limited to, statements
with respect to the expectations of management regarding the
Offering, the expectations of management regarding the use of
proceeds of the Offering, closing conditions for the Offering, and
TSXV final approval of the Offering. These forward-looking
statements are subject to a variety of risks and uncertainties and
other factors that could cause actual events or results to differ
materially from those projected in the forward-looking information.
Risks that could change or prevent these statements from coming to
fruition include the TSXV may not provide final approval of the
Offering; the proceeds of the Offering may not be used as stated in
this news release; the Insider Participation may be revised or
terminated prior to closing of the Offering; the Company may be
unable to satisfy all of the conditions to the closing required by
the TSXV. The forward-looking information contained herein is given
as of the date hereof and the Company assumes no responsibility to
update or revise such information to reflect new events or
circumstances, except as required by law.
SOURCE Northern Shield Resources Inc.
