07:32:05 EDT Fri 17 May 2024
Enter Symbol
or Name
USA
CA



EV Nickel Inc
Symbol EVNI
Shares Issued 52,980,603
Close 2023-09-13 C$ 0.075
Market Cap C$ 3,973,545
Recent Sedar Documents

EV Nickel closes $2.01M final tranche of offering

2023-09-14 13:03 ET - News Release

Mr. Sean Samson reports

EV NICKEL TO CLOSE OVERSUBSCRIBED PRIVATE PLACEMENT OF C$2.1M

EV Nickel Inc. is closing the second and final tranche of a non-brokered private placement of units of the company at six cents per unit (see news releases dated July 17, 2023, and Sept. 12, 2023) for total gross proceeds of $2,100,020.

Tranche 1 closed on July 21, 2023, with aggregate proceeds of $82,020 and tranche 2 is closing today for aggregate proceeds of $2,018,000. Pursuant to the offering, the company is issuing, in aggregate, 35,000,334 units between tranche 1 and tranche 2. Each unit consists of one common share in the capital of the company and one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one common share at an exercise price of nine cents for a period of 24 months following the respective closing date. EV Nickel intends to use the net proceeds raised from the offering for the continued exploration and advancement of the company's Shaw Dome project located south of Timmins, Ont., and for general corporate purposes.

Three new strategic investors are participating in the offering, consisting of two generalist financial investors, John Paterson and Hegemon VC EV Nickel LLC, and one industry participant. After the offering, each of the new strategic investors will own more than 5 per cent but less than 9.9 per cent of the common shares. In connection with the offering, and pursuant to investor rights agreements entered into with each of the new strategic investors, each new strategic investor was also granted the right to nominate a candidate to the EV Nickel board of directors. One of the new strategic investors, Mr. Paterson, will hold nomination rights until Dec. 31, 2025, and the other two new strategic investors will retain their nomination rights provided they continue to hold at least 5 per cent of the common shares. Each of the new strategic investors have also been granted a right to maintain their pro rata interest in the company in future financings.

The company is pleased to announce that Mr. Paterson will be joining EV Nickel's board effective immediately. Mr. Paterson's career is in finance and law, working in both domestic and international financial institutions. With extensive corporate experience, he is currently a board member and adviser to companies in various industries and areas, including strategy, planning and execution.

The company will pay finder's fees on portions of the offering. These finder's fees will total $88,761 in cash and 1,479,357 in common share purchase warrants. Each broker warrant will entitle the holder thereof to purchase one common share at an exercise price of nine cents for a period of 24 months following the closing date. PowerOne Capital Markets Ltd. acted as a finder in connection with the offering.

"The company is pleased to be closing this financing. We are grateful for the continued support of some core existing shareholders and welcome our new strategic investors. John will be a tremendous addition to the board," stated Sean Samson, president and chief executive officer of EV Nickel. "We now enter an exciting period, with high-grade and large-scale resources now established, continued Clean Nickel R&D [research and development] results on the horizon, and supportive financial partners at our side -- we can begin to realize more of the potential from our Shaw Dome project."

Early warning disclosure

JCJ2 Trust, a trust controlled by Mr. Paterson, acquired 7.25 million units at a price of six cents per unit, pursuant to the final tranche of the offering, for a total subscription price of $435,000. As a result, Mr. Paterson acquired 7.25 million common shares and 7.25 million warrants. Mr. Paterson is providing the following disclosure pursuant to National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, as Mr. Paterson's ownership over the shares of the company is more than 10 per cent of the issued and outstanding shares on a partially diluted basis following the offering.

Immediately after the final tranche of the offering, Mr. Paterson beneficially owns, and has control and direction over, 7.25 million common shares and warrants exercisable for 7.25 million common shares, representing approximately 8.4 per cent of the outstanding shares on an undiluted basis and 15.4 per cent on a partially diluted basis, assuming the exercise of the warrants held by Mr. Paterson, based upon 86,397,271 common shares outstanding upon completion of the final tranche of the offering.

The units were acquired by Mr. Paterson for investment purposes only and, in the future, Mr. Paterson may acquire additional securities of EV Nickel, dispose of some or all of the existing securities it holds or will hold, or may continue to hold its current position, depending on market conditions, reformulation of plans and/or other relevant factors.

An early warning report will be filed by Mr. Paterson pursuant to NI 62-103 on SEDAR+ under the profile of EV Nickel. To obtain a copy of the Paterson report, please contact Mr. Paterson, addressed at 77 King St. W., Suite 3000, Toronto, Ont., M5K 1G8, or by telephone at 647-960-9931.

Hegemon acquired 7.25 million units at a price of six cents per unit pursuant to the final tranche of the offering, for a total subscription price of $435,000. As a result, Hegemon acquired 7.25 million common shares and 7.25 million warrants. Hegemon is providing the following disclosure pursuant to NI 62-103, as Hegemon's ownership over the shares of the company is more than 10 per cent of the issued and outstanding shares on a partially diluted basis following the offering.

Immediately after the final tranche of the offering, Hegemon beneficially owns, and has control and direction over, 7.25 million common shares and warrants exercisable for 7.25 million common shares, representing approximately 8.4 per cent of the outstanding shares on an undiluted basis and 15.4 per cent on a partially diluted basis, assuming the exercise of the warrants held by Hegemon, based upon 86,397,271 common shares outstanding upon completion of the final tranche of the offering.

The units were acquired by Hegemon for investment purposes only and, in the future, Hegemon may acquire additional securities of EV Nickel, dispose of some or all of the existing securities it holds or will hold, or may continue to hold its current position, depending on market conditions, reformulation of plans and/or other relevant factors.

An early warning report will be filed by Hegemon pursuant to NI 62-103 on SEDAR+ under the profile of EV Nickel. To obtain a copy of the Hegemon report, please contact David Leve, addressed at PO box 1810, Tampa, Fla., 33601, or by telephone at 585-260-8893.

Settlement of the new resource payment

Since its last update on July 26, 2023, EV Nickel has now finalized the EV resource payment (as defined below) to be issued to Rogue Resources, pursuant to the asset purchase agreement (APA) with Rogue on March 4, 2021. Pursuant to the APA, EV Nickel was required to pay a future payment based on the size of an updated new mineral resource estimate (MRE). The MRE filed on July 26, 2023, which triggered the EV resource payment, is due to be settled within 60 days of the announcement of the MRE. In the original APA, the EV resource payment was due at the end of 2021, however, Rogue and EV Nickel amended the APA, granting until the end of 2023 for EV Nickel to complete the updated MRE. In exchange for this amendment, EV Nickel agreed to provide Rogue with access to an advance on the EV resource payment, and EV Nickel has advanced $384,140 (including the interest due) to Rogue. This advance will be subtracted from the EV resource payment due by EV Nickel to Rogue.

In July, 2023, EV Nickel indicated to Rogue that it planned to settle the EV resource payment in common shares, and independent directors of both companies met to agree the specifics. The Langmuir APA stipulated that the 10-day volume-weighted average price (VWAP) from five trading sessions before announcement of the MRE and five days after the announcement of the MRE were to be used to determine price per common share. As a result, the 10-day VWAP to be used is 11.88 cents per common share.

EV Nickel added 17.9 million NiEq (nikel equivalent) pounds in the indicated resource category of the MRE, and the APA stipulated that EV Nickel shall pay Rogue $1 for every 30 NiEq pounds of indicated resource, as a result, $597,526 was owing by EV Nickel to Rogue pursuant to the APA. The MRE also included 9.5 million NiEq pounds in the inferred resource category, however, EV Nickel had not completed enough drilling to convert the inferred resource into indicated resources, and inferred resource were not accounted for in the original APA. As a result, the independent members of the boards of EV Nickel and Rogue agreed to amend the APA, such that EV Nickel shall pay 55 per cent of the indicated rate for the inferred resource NiEq pounds, meaning an additional $174,735 is owed by EV Nickel to Rogue.

As a result of the MRE and the amended APA as set out above, the EV resource payment is $772,262, less the $384,140 previously advanced to Rogue. EV Nickel has elected to pay the EV resource payment entirely in common shares which means, pursuant to the 10-day VWAP as set out in the APA, 3,267,016 common shares shall be issued by EV Nickel to Rogue. As per the APA, these common shares will be issued to Rogue on or before Sept. 22, 2023.

About EV Nickel Inc.

EV Nickel's mission is to accelerate the transition to clean energy. It is a Canadian nickel exploration company, focused on the Shaw Dome project, south of Timmins, Ont. EV Nickel has over 30,000 hectares to explore across the Shaw Dome and has identified greater than 100 kilometres of additional favourable strike length. The Shaw Dome includes the high-grade W4 deposit -- with a resource which defined 2.0 million tonnes of 0.98 per cent nickel for 43.3 million pounds of Class 1 nickel across measured, indicated and inferred and the large-scale CarLang area with more than 10 kilometres of mineralization and where the first 20 per cent contains the A zone -- with a resource which defined 1.0 billion tonnes of 0.24 per cent nickel for 5.3 billion pounds of Class 1 nickel across indicated and inferred. EV Nickel owns the trademark for Clean Nickel and plans to expand and advance a Clean Nickel business, targeting the growing demand from the electric vehicle battery sector. The company is focused on a two-track strategy: track 1 -- to produce high-grade Clean Nickel (starting with W4); and track 2 -- an integrated carbon capture and storage project with large-scale Clean Nickel production (starting with CarLang).

The company acknowledges the financial contributions being provided by the Province of Ontario's Critical Minerals Innovation Fund (CMIF) and the government of Canada through the industrial research assistance program (IRAP) in assisting with the implementation of EV Nickel's Clean Nickel research and development program.

Qualified person

The company's projects are under the direct technical supervision of Paul Davis, PGeo and vice-president of the company. Mr. Davis is a qualified person as defined by National Instrument 43-101. He has reviewed and approved the technical information in this press release. There are no known factors that could materially affect the reliability of the information verified by Mr. Davis.

We seek Safe Harbor.

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