Mr. Nicholas Van Dyk reports
NORTHISLE ANNOUNCES UPSIZE OF FINANCING TO C$35 MILLION; WHEATON PRECIOUS METALS TO INVEST C$5 MILLION
As a result of strong investor demand, NorthIsle Copper and Gold Inc. has entered into an agreement with Paradigm Capital Inc. as lead agent and sole bookrunner on behalf of a syndicate of agents including Agentis Capital Markets Limited Partnership, Red Cloud Securities Inc., Ventum Financial Corp. and Raymond James Ltd. to increase the company's previously announced brokered and non-brokered financings to $35-million.
Brokered private placement
Pursuant to the amended terms of the financing, the brokered private placement will comprise total proceeds of up to approximately $30,002,847, consisting of up to 9,338,000 common shares (CFT) of the company that qualify as flow-through shares (within the meaning of Subsection 66(15) of the Income Tax Act (Canada)) to be issued to subscribers at a price of $1.6065 per CFT share and up to 14,287,000 common shares (NFT) of the company at a price of $1.05 per non-flow-through share.
In addition, the company has granted the agents an option to sell additional offered shares at the same issue prices for additional aggregate gross proceeds of up to $4,500,427, exercisable not later than 48 hours prior to the closing date of the brokered offering. The term brokered offering includes the additional offered shares that may be issued on the exercise of the agent option, if any.
In connection with the brokered offering, the company has agreed to pay the agents a cash fee equal to 6.0 per cent of the gross proceeds of the offered shares sold thereunder, provided that the agent fee will be reduced to 2.0 per cent in respect of any offered shares sold to purchasers on the president's list. The agents will not be entitled to any fee with respect to the shares sold as part of the non-brokered offering (as defined below).
The brokered offering is anticipated to include participation from new and existing fundamental institutional investors, certain insiders and directors, and existing cornerstone shareholders.
Non-brokered private placement
Concurrent to the brokered offering, the company will conduct a non-brokered private placement of 4,762,000 NFT shares at a price of $1.05 per common share to raise up to $5,000,100. Wheaton Precious Metals Corp. has indicated its intention to subscribe in the non-brokered offering subject to entering into a right of first refusal agreement with NorthIsle, to be negotiated in good faith, and certain other conditions.
In all other respects, the terms of the brokered offering and non-brokered offering remain the same as previously disclosed in the company's news release dated July 16, 2025.
The offered shares will be offered for sale to purchasers resident in Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 (Prospectus Exemptions) and in such other jurisdictions as may be mutually agreed upon by the agents and the company. The offered shares will not be subject a statutory hold period in Canada (except to the extent the TSX Venture Exchange's four-month hold period applies). There is an offering document related to the brokered offering that can be accessed under the company's profile at SEDAR+ and at the NorthIsle website. Prospective investors should read this offering document before making an investment decision.
About NorthIsle Copper and Gold Inc.
NorthIsle is a Vancouver-based company whose mission is to become a leading and sustainable mineral resource company for the future. NorthIsle owns the North Island project, which is one of the most promising copper and gold porphyry deposits in Canada. The North Island project is located near Port Hardy, B.C., on a more-than-34,000-hectare block of mineral titles 100 per cent owned by NorthIsle stretching 50 kilometres northwest from the closed Island copper mine operated by BHP Billiton. NorthIsle recently completed an updated preliminary economic assessment for the North Island project and is focused on advancement of the project through a prefeasibility study while continuing exploration within this highly prospective land package.
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