Not for dissemination in the United States or for distribution to U.S. wire services
VANCOUVER, British Columbia, Sept. 23, 2024 (GLOBE NEWSWIRE) -- Norden Crown Metals Corporation (“Norden Crown” or the “Company”) (TSXV:NOCR, OTC:NOCRF, Frankfurt: 03E) is pleased to announce that it has closed its previously announced acquisition (the “Transaction”) of 100% of the issued and outstanding securities of Domestic Copper Corporation (“Domestic Copper”) and the concurrent non-brokered private placement (the “Private Placement”). In connection with the Transaction, a Share Exchange Agreement was entered into among the Company, Domestic Copper and shareholders of Domestic Copper. A copy of the agreement is available under the Company’s SEDAR+ profile at www.sedarplus.ca. The Transaction has resulted in the Company’s acquisition of the right to acquire an up to 60% interest (subject to certain back-in rights) in the Smart Creek copper-gold porphyry project, located approximately 16 kilometers north of Philipsburg, Montana (the “Property”).
Patricio Varas, Chairman and CEO of Norden Crown, stated: “The closing of the acquisition and concurrent private placement is an important step in preparing the Company for the industry-anticipated shift to robust copper and gold markets. We believe that copper and gold commodities will lead a resurgence in mineral exploration in light of globally declining mine grades and an increase in demand for copper driven by an expanding middle class and pressure from the growing EV automotive industry.” Mr. Varas further stated: “This transaction provides Norden Crown with the opportunity to explore the Smart Creek copper-gold porphyry project, with a focus on its high-potential copper and gold targets, typically reserved for major mining companies, and to leverage the combined economic geological experience of the Rio Tinto and Norden Crown technical teams with a shared vision to find a major bulk minable orebody.”
Under the Transaction, 8,000,000 common shares of the Company were issued to the shareholders of Domestic Copper in exchange for 3,000,000 common shares of Domestic Copper, at a deemed price of $0.05 per share.
Under the Private Placement, 12,200,000 common shares of the Company were issued at $0.05 per share for total gross proceeds to the Company of $610,000. No finder’s fees were paid in connection with the Private Placement.
All securities issued under the Private Placement are subject to a statutory hold period expiring four months and one day from the issue date. The TSX Venture Exchange has accepted the Transaction and the Private Placement.
Not less than $400,000 from the proceeds of the Private Placement will be allocated to expenditures related to the Property. The remaining proceeds will be applied towards expenditures on the Company’s other projects, and for working capital and general corporate purposes.
Participation by insiders of the Company in the Private Placement constituted a related party transaction as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company has relied on exemptions provided under sections 5.5(b) and 5.7(1)(b) of MI 61-101 from the formal valuation and minority shareholder approval requirements on the basis that (i) the Company is not listed on certain specified markets, (ii) neither the fair market value of the securities issued under the Private Placement to, nor the consideration paid by, insiders of the Company, exceeds $2,500,000, and (iii) the Company’s independent directors have approved of such securities 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 “1933 Act”), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) absent such registration or an applicable exemption from such registration requirements.
About Norden Crown Metals Corporation
Norden Crown is a mineral exploration company focused on the discovery of large scale copper and gold deposits in exceptional, historical mining regions. The Company aims to discover new economic mineral deposits in historical mining districts that have seen exploration where economically favorable grades have been indicated by historic drilling and outcrop sampling. The Company is led by an experienced management team and an accomplished technical team, with successful track records in mineral discovery, mining development and financing.
On behalf of Norden Crown Metals Corporation
Patricio Varas, Chairman and CEO
(604) 831-9306
For more information on Norden Crown, please visit the Company website at www.nordencrownmetals.com or contact us at info@nordencm.com.
Neither 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 this release.
Cautionary Note Regarding Forward-Looking Statements
This news release contains certain statements that may be deemed “forward-looking statements”. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Forward-looking statements may include, without limitation, statements relating to the use of proceeds from the Private Placement and the planned exploration activities on the Property. Although Norden Crown believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, are subject to risks and uncertainties, and actual results or realities may differ materially from those in the forward-looking statements. Such material risks and uncertainties include, but are not limited to: the proceeds of the Private Placement being used other than as described herein; competition within the industry; actual results of current exploration activities; environmental risks; changes in project parameters as plans continue to be refined; future price of commodities; failure of equipment or processes to operate as anticipated; accidents, and other risks of the mining industry; delays in obtaining approvals or financing; risks related to indebtedness and the service of such indebtedness; as well as those factors, risks and uncertainties identified and reported in the Company’s public filings under Norden Crown’s SEDAR+ profile at www.sedarplus.ca. Although Norden Crown has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are made as of the date hereof and, accordingly, are subject to change after such date. Norden Crown disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise unless required by law.
