This press release is issued pursuant to Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.
NEW YORK, April 08, 2020 (GLOBE NEWSWIRE) -- Pursuant to a private placement (the “Financing”) of Nickel Creek Platinum Corp. (the “issuer”) which closed on April 7, 2020, Electrum Strategic Opportunities Fund L.P. (“Electrum”) subscribed for and purchased 13,436,635 units of the issuer (the “Units”) at an aggregate subscription price of CAD$671,831.75, or CAD$0.05 per Unit (the “First Tranche Financing”). Each Unit is comprised of one common share in the capital of the issuer (a “Common Share”) and one Common Share purchase warrant (a “Warrant”). Each Warrant shall entitle the holder thereof to purchase one Common Share at a price of CAD$0.10 until April 7, 2025. In connection with the Financing, Electrum has also committed to acquiring up to an additional 30,563,365 Units at a price of CAD$0.05 per Unit under the up to CAD$3.7 million financing announced by the issuer on March 26, 2020, subject to disinterested shareholder approval pursuant to the rules of the Toronto Stock Exchange and subject to reduction to the extent such Units are subscribed for by other purchasers (the “Backstop Commitment”).
As a result of the closing of the First Tranche Financing, Electrum owns 85,931,545 Common Shares and 78,201,076 Warrants, representing approximately 30.16% of the issued and outstanding Common Shares or 45.21% upon exercise of the Warrants (assuming the exercise of all of the Warrants beneficially owned by Electrum, and that no other securities, including those convertible into, or exercisable for, the issuer’s securities, are issued, converted or exercised prior to the closing of the First Tranche Financing). In the event that Electrum acquires the maximum number of Units subject to the Backstop Commitment, and no additional Common Shares are issued by the time the acquisition contemplated by the Backstop Commitment is completed, Electrum would own an aggregate of 116,494,910 Common Shares and 108,764,441 Warrants, representing approximately 36.93% of the issued and outstanding Common Shares or 53.10% upon exercise of the Warrants (assuming the exercise of all of the Warrants beneficially owned by Electrum, and that no other securities, including those convertible into, or exercisable for, the issuer’s securities, are issued, converted or exercised prior to the closing of the acquisition of Units by Electrum pursuant to the Backstop Commitment).
Prior to the closing of the First Tranche Financing, Electrum owned 72,494,910 Common Shares and 64,764,441 Warrants, representing approximately 26.71% of the issued and outstanding Common Shares or 40.83% upon exercise of the Warrants (assuming the exercise of all of the Warrants then beneficially owned by Electrum, and that no other securities, including those convertible into, or exercisable for, the issuer’s securities, were issued, converted or exercised prior to the closing of the First Tranche Financing).
The securities referred to above were acquired for investment purposes and Electrum and/or one or more of its affiliates may, depending on market and other conditions, increase or decrease its beneficial ownership of Common Shares or other securities of the issuer whether in the open market, by privately negotiated agreement or otherwise.
Electrum and the issuer entered into a unit purchase agreement (the “Purchase Agreement”) to acquire the Units. The Purchase Agreement contains customary representations, warranties, covenants, closing conditions and indemnification provisions for a transaction of a similar size and nature.
Electrum is an “accredited investor” (as such term is defined in National Instrument 45-106 – Prospectus Exemptions adopted by the Canadian Securities Administrators (“NI 45-106”)) because Electrum is a “person” (as such term is defined in NI 45-106) in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are “accredited investors”.
The issuer is located at 3001 - 130 Adelaide Street West, Toronto, Ontario M5H 3P5. Electrum is located at 535 Madison Avenue, 12th Floor, New York, NY 10022, USA. A copy of the early warning report to which this news release relates can be obtained from Michael Williams (646-365-1600) or on the SEDAR profile of the issuer at www.sedar.com.