NORTH PEAK CLOSES $5.75 MILLION PRIVATE PLACEMENT; BOTH CORE AND REVERSE CIRCULATION DRILLING PROGRAMS UNDERWAY AT BLACK HORSE PROPERTY
CALGARY, AB, March 14, 2022 /CNW/ - North Peak Resources Ltd. (TSX Venture: NPR) (the "Company" or "North Peak") is pleased to announce that it has completed its previously announced non-brokered private placement for aggregate gross proceeds of CAD$5.75 million (the "Private Placement"). In connection with the Private Placement, 2,499,996 equity units of the Company ("Units") were issued at a price of CAD$2.30 per Unit.
Further to its February 8th news release, the Company has mobilized a core drill to the Black Horse gold and silver property (the "Black Horse Property") which is drilling twin and further confirmatory and expansion holes to target and extend historic drill holes that are part of the historical inferred mineral resource estimates* for the Black Horse Property and this is supporting the reverse circulation drilling program.
"North Peak's goal is to deliver politically safe, low-cost gold production with minimum shareholder dilution and the opportunity to re-drill and acquire the Black Horse Property which Minex LLC and Gary Grauberger drilled in the late 1990's may provide that path**," said Company CEO Brian Hinchcliffe. "The two drilling campaigns underway on the Black Horse Property will aim to both confirm and expand the historical inferred mineral resource estimates* and in short order the Company's shop and office in Ely, Nevada have ramped up to handle the first core drilling on the Black Horse Property and the r/c drilling as well."
Each Unit is comprised of one (1) common share of the Company and one-half of one (1/2) common share purchase warrant of the Company (a "Warrant"). Each whole Warrant entitles the holder to acquire one (1) common share of the Company for a period of 12 months from the date of issuance of the Warrant, at an exercise price of CAD$3.50 per share. The Company now has 23,834,451 common shares issued and outstanding.
The securities issued in connection with the Private Placement are subject to a four-month hold period from the closing of the Private Placement, in accordance with applicable securities laws.
The net proceeds from the Private Placement will be used towards exploration drilling programs on the Black Horse Property, the continued development of its business and for general and administrative expenses.
In connection with the Private Placement, the Company has agreed to pay a cash finder's fee to each of the following in respect of the aggregate sales to subscribers under Private Placement that were introduced by the following, as applicable: (i) Canaccord Genuity Corp. ($54,050); (ii) StephenAvenue Securities Inc. ($37,850.06), (iii) PI Financial Corp. ($6,900), (iv) Richardson Wealth Ltd. ($3,450), and (v) Rupert Williams ($123,171.74).
Related Party Disclosure
Under the Private Placement (i) Chelsea Hayes, a director of the Company, acquired 35,000 Units at a subscription price of $80,500, (ii) Mike Sutton, a director of the Company, acquired 17,390 Units at a subscription price of $39,997, and (iii) Gordon Chmilar, a director of the Company, acquired 43,478 Units at a subscription price of $100,000. Their participation in the Private Placement constitutes a "related party transaction" as defined in Multilateral Instrument 61- 101 – Protection of Minority Security Holders in Special Transaction ("MI 61-101"), which has been adopted by the TSX Venture Exchange pursuant to its Policy 5.9 - Protection of Minority Security Holders in Special Transaction. These transactions are exempt from the formal valuation and minority shareholder approval requirements of such instrument and policy, pursuant to subsections 5.5(a), 5.5(b), 5.5(c), 5.7(a) and 5.7(b) of MI 61-101 as the fair market value was not more than 25% of market capitalization, the distribution of securities was for cash and the fair market value of not more than $2,500,000.
The Company did not file a material change report more than 21 days before the expected closing of the Private Placement because the details of the participation therein by related parties of the Company were not settled until shortly prior to closing of such transactions and the Company wished to close on an expedited basis for sound business reasons.
About North Peak Resources
The Company is a Canadian based gold exploration and development company that is listed on the TSX Venture Exchange under the symbol "NPR". The Company holds an option to acquire the 2,733-acre Black Horse gold and silver property located approximately 50 miles east of Ely within the Black Horse mining district in White Pine County, Nevada. See the Company's January 11, 2022 press release for additional information.
Mr. Mike Sutton, P.Geo., a director of the Company, is the Qualified Person who reviewed and approved this news release.
This press release is not an offer of the Company's securities for sale in the United States. The Company's securities may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and applicable U.S. state securities laws. The Company will not make any public offering of its securities in the United States. The Company's securities have not been and will not be registered under the U.S. Securities Act.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
*CAUTIONARY NOTE REGARDING HISTORICAL RESOURCE ESTIMATES: As described in detail in the Company's January 11, 2022 press release, a Qualified Person (Mr. Mike Sutton, P.Geo., a director of the Company, is the Qualified Person who reviewed and approved that news release) has not done sufficient work for the Company to classify the historical resource estimates referenced herein and therein as a current mineral resource or mineral reserve. The Company is not treating those historical estimates as current mineral resources or mineral reserves and has not verified the historical resource estimates. The reader is cautioned that the data used in the preparation of those historical resource estimates does not meet the current standards of exploration quality assurance and quality control protocols and significant additional drilling (including diamond drilling, some which will twin earlier holes), data verification (quality control), would be required to ensure the quality of historic data meets current standards for use in a resource estimate. See the Company's January 11, 2022 press release for further information.
Past performance is not an indicator of future returns. NIA is not an investment advisor and does not provide investment advice. Always do your own research and make your own investment decisions. This message is not a solicitation or recommendation to buy, sell, or hold securities. NIA's President has purchased 211,000 shares of NPR in the open market and intends to buy more shares. This message is meant for informational and educational purposes only and does not provide investment advice.