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 26, 2021 (GLOBE NEWSWIRE) — Pursuant to a private placement of Nickel Creek Platinum Corp. (the “issuer”) which closed on April 23, 2021, Electrum Strategic Opportunities Fund L.P. (“Electrum”) subscribed for and purchased 11,881,000 units of the issuer (the “Units”) at an aggregate subscription price of CAD$1,069,290, or CAD$0.09 per Unit (the “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$0.15 until April 23, 2021.
As a result of the closing of the Financing, Electrum owns 118,768,321 Common Shares and 97,037,852 Warrants, representing approximately 30.6% of the issued and outstanding Common Shares or 44.4% 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 Financing).
As at the date of the filing of Electrum’s last Form 62-103F1 relating to its security holdings of the issuer (the “Last Filing”), being June 8, 2020, Electrum owned 106,887,321 Common Shares and 99,156,852 Warrants, representing approximately 33.88% of the issued and outstanding Common Shares or approximately 49.70% upon the 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, were issued, converted or exercised). On March 24, 2021, 14,000,000 Warrants held by Electrum expired pursuant to their terms.
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.