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VANCOUVER, January 20, 2020 – Palladium One Mining Inc. (the “Company” or “Palladium One”) (TSXV:PDM | FRA:7N11 | OTC:NKORF) is pleased to announce that it has entered into an agreement with Sprott Capital Partners LP (the “Lead Underwriter”), on its own behalf and, if applicable, on behalf of a syndicate of underwriters (collectively with the Lead Underwriter, the “Underwriters”), pursuant to which the Underwriters have agreed to purchase for their own account or arrange substituted purchasers, on a bought deal basis, $12,515,000 of securities of the Company (the “Offering”).
The Offering will consist of a combination of (i) 34,500,000 units of the Company (“Units”) at a price of $0.29 per Unit (the “Issue Price”) for gross proceeds of $10,005,000; (ii) 1,500,000 units of the Company issued on a flow-through basis (the “FT Units”) at a price of $0.34 per FT Unit (the “FT Issue Price”) for gross proceeds of $510,000, and (iii) 5,000,000 units of the Company issued on a charity flow-through basis (the “Charity FT Units”) at a price of $0.40 per Charity FT Unit (the “Charity FT Issue Price”) for gross proceeds of $2,000,000.The Units, FT Units and the Charity FT Units shall be collectively referred to as the “Offered Securities”. The Units will be offered pursuant to a short form prospectus in the each of the Provinces of Canada except Quebec. The FT Units and Charity Units will be offered in a concurrent bought deal private placement pursuant to applicable prospectus exemptions and hold periods in such jurisdictions.
Each Unit will consist of one common share of the Company (a “Common Share”) and one-half of one common share purchase warrant (each whole warrant, a “Warrant”).Each FT Unit and Charity FT Unit will consist of one Common Share and one-half of one Warrant, each issued on a “flow through” basis under the Income Tax Act (Canada). Each Warrant will entitle the holder thereof to purchase one non flow-through Common Share (a “Warrant Share”) at an exercise price of $0.45 for a period of 24 months from the date of issuance thereof.
In addition, the Company shall grant the Underwriters an over-allotment option (the “Over-Allotment Option”), exercisable in whole or in part at any time and from time to time, up to and including the date which is 30 days after the closing of the Offering, to purchase up to an additional number of Units as is equal to 15% of the number of the Units issued under the Offering, on the same terms as set forth above, to cover over-allotments, if any, and for market stabilization purposes.
In connection with the Offering, the Underwriters will be entitled to a cash fee in an amount equal to 6% of the gross proceeds from the Offering. In addition, the Underwriters will receive warrants (the “Broker Warrants”) exercisable at any time prior to the date that is 24 months from the Closing Date to acquire that number of Common Shares which is equal to 6.0% of the number of Offered Securities sold under the Offering at an exercise price equal to the Issue Price.