Vancouver, B.C., April 22, 2021. Norden Crown Metals Corp. (“Norden Crown” or the “Company”) (TSXV:NOCR, OTC:NOCRF, Frankfurt: 03E) is pleased to announce it intends to complete a non-brokered private placement offering (the “Offering”) consisting of up to 40,000,000 units (“Units”) at a price of $0.10 per unit on a pre-consolidation basis (up to 13,333,333 Units at a price of $0.30 per unit on a post consolidation basis). Each Unit will consist of one common share and one non-transferrable common share purchase warrant (“Warrant”). Each Warrant will be exercisable to purchase one common share of the Company at a price of $0.20 on a pre-consolidation basis ($0.60 on a post-consolidation basis) for a period of 3 years from the date of closing of the Offering. The expiry date of the Warrants will be subject to acceleration, at the Company’s discretion, if the Company’s shares trade on a volume weighted average price basis of $0.60 on a pre-consolidation basis ($1.80 on a post consolidation basis) or higher for 10 consecutive trading days, in which case holders will
have 30 days to exercise the Warrants. The aggregate gross proceeds of the Offering
will be up to $4,000,000.
Net proceeds of the Offering will be used to carry out airborne geophysical surveys, geological mapping, geochemical sampling and a 5,000 metre step out drilling program at the Company’s Fredriksson Gruva Discovery and for general corporate purposes.
The Commodity Discovery Fund of Aerdenhout, Holland has committed to participate in the Offering with a lead order of $1M. Commodity Discovery Fund CEO Willem Middelkoop stated: ‘The Commodity Discovery Fund is a Dutch-based fund that seeks investment opportunities in new discoveries with a tier 1 potential, where early positions in undervalued companies are taken that are most likely to get taken over by producing companies seeking to replenish their reserves. Norden Crown Metals’ Gumsberg project provides for precisely this outlook, in a known mining region hosting deposits with a similar geological signature and mineralization. We feel the Norden Crown management team will be able to draw on its vast experience in order to advance the project in order to create value for investors.’
The Offering is expected to close on or about May 7, 2021 (the “Closing Date”) and is subject to receipt of applicable regulatory approvals including acceptance by the TSX Venture Exchange (the “TSX-V”). The securities issued will be subject to a standard four month hold period.
Proposed Share Consolidation
The Company also announces that it intends to complete a share consolidation on the basis of three existing common shares for one new consolidated common share (the “Consolidation”), which the Company anticipates completing on the Closing Date. The Consolidation is subject to acceptance by the TSX-V. In accordance with the Company’s articles, the Consolidation may be approved by the Company’s directors, and shareholder approval is not required. Currently, the Company has 133,196,582 issued and outstanding common shares, and assuming no additional common shares are issued prior to completion of the Consolidation (including under the Offering), upon completion of the Consolidation there will be 44,398,860 common shares on a post Consolidation basis outstanding. The offering is being conducted on a pre-Consolidation basis and, accordingly, in addition to such 44,398,860 common shares (assuming completion of the Offering and the Consolidation), an additional 13,333,333 common shares will have been issued under the Offering for an aggregate post Consolidation total of 57,732,193 issued and outstanding common shares.