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NorthIsle Copper and Gold Inc
Symbol NCX
Shares Issued 258,095,968
Close 2025-08-08 C$ 1.20
Market Cap C$ 309,715,162
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NorthIsle closes $39.5-million in private placements

2025-08-08 18:00 ET - News Release

Mr. Nicholas Van Dyk reports

NORTHISLE ANNOUNCES CLOSING OF C$39.5 MILLION PRIVATE PLACEMENT FINANCINGS AND AGREEMENT WITH WHEATON PRECIOUS METALS

NorthIsle Copper and Gold Inc. has closed the previously announced brokered and non-brokered private placements for gross proceeds totalling $39.5-million. Gross proceeds from the brokered listed issuer financing exemption (LIFE) private placement offering were approximately $34.5-million and gross proceeds from the non-brokered private placement with Wheaton Precious Metals Corp. were approximately $5-million.

Sam Lee, president and chief executive officer of NorthIsle, stated: "We are pleased to welcome Wheaton, a leading precious metals company, and several significant institutional investors to our share registry. With an oversubscribed, upsized deal and the exercise of the agents' option, we can now confidently accelerate the development of the project through to a prefeasibility study while continuing to advance the exploration of this highly prospective porphyry belt."

Financing

The brokered offering consisted of: (i) 9,338,000 common shares of the company that qualify as flow-through shares within the meaning of Subsection 66(15) of the Income Tax Act (Canada) issued at a price of $1.6065 per CFT share; and (ii) 18,573,086 common shares issued at a price of $1.05 per non-FT share (including 4,286,086 non-FT shares issued pursuant to the exercise of the agents' overallotment option). The brokered offering was conducted by a syndicate of agents led by Paradigm Capital Inc. as lead agent and sole bookrunner on behalf of a syndicate of agents including First Nations Financial Markets Limited Partnership, Red Cloud Securities Inc., Ventum Financial Corp. and Raymond James Ltd. The agents received a cash commission of $1,874,197.04 in respect of the brokered offering. The agents' commission comprised 6 per cent of gross proceeds, with the exception of subscribers on a president list provided by the company, to which a 2-per-cent commission was applied.

The brokered shares were 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. The brokered 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). Certain brokered shares were also issued in the United States pursuant to exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended.

Concurrent to the brokered offering, the company has closed the non-brokered offering which comprised 4,762,000 common shares of the company at a price of $1.05 per non-brokered share for gross proceeds of approximately $5-million. The non-brokered shares sold under the non-brokered offering are subject to a hold period pursuant to applicable Canadian securities laws expiring four months and one day from the date of issuance.

The gross proceeds raised from the sale of the CFT shares shall be used to incur eligible Canadian exploration expenses for exploration activities at the North Island project that qualify as flow-through critical mineral mining expenditures as such terms are defined in the Income Tax Act (Canada) and, for subscribers who are qualifying individuals under the Income Tax Act (British Columbia), will qualify as British Columbia flow-through mining expenditures as in the Income Tax Act (British Columbia). The company will incur the qualifying expenditures on or before Dec. 31, 2026, and renounce (on a pro rata basis) all such expenditures in favour of the subscribers of the CFT shares with an effective date no later than Dec. 31, 2025, in accordance with the Income Tax Act (Canada). The net proceeds from the sale of the non-FT shares, together with the proceeds raised from the non-brokered offering and other available funds, will be used for exploration, project development and for general corporate purposes.

A director of the company participated in the brokered offering. The participation of the company's director in the brokered offering constitutes a related party transaction under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. This transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of the securities to be distributed and the consideration to be received for the securities issued to related parties under the brokered offering does not exceed 25 per cent of the company's market capitalization. The company's director subscribed for 200,000 non-FT shares for aggregate gross proceeds of $210,000.

Right-of-first-refusal agreement

In connection with the non-brokered offering, Wheaton has entered into a right-of-first-refusal agreement with NorthIsle, pursuant to which Wheaton has paid NorthIsle $10,000 and has been granted a right of first refusal in respect of precious metal streams or royalties on selected claims from the North Island project plus a one-kilometre area of interest surrounding the selected claims.

About NorthIsle Copper and Gold Inc.

NorthIsle Copper and Gold 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 greater-than-34,000-hectare block of mineral titles 100 per cent owned by NorthIsle stretching 50 kilometres northwest from the now-closed Island copper mine operated by BHP Billiton. NorthIsle recently completed an updated preliminary economic assessment for the North Island project and is now focused on advancement of the project through a prefeasibility study while continuing exploration within this highly prospective land package.

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