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Vancouver, British Columbia–(Newsfile Corp. – September 2, 2022) – NORTEC MINERALS CORP.. (TSXV: NVT) (“Nortec“or the”Company“) is pleased to announce that it has completed its previously announced acquisition (the “Acquisition“) of a private Ontario corporation (“PropertyCo“) which owns 100% of the interests in the Sturgeon Lake VMS property and the Mattagami River Zinc property (together, the “Properties“), both located in Ontario, Canada. (For further information on the acquisition and properties, please see the Company’s press releases dated June 14 and July 18, 2022).
Under the terms of the share purchase agreement dated June 10, 2022, as amended on July 14, 2022, (the “Share Purchase Agreement“) between Nortec, PropertyCo and all of the shareholders of PropertyCo (the “Sellers“), Nortec issued a total of 85,000,000 common shares of the Company (the “Payment shares“, each such common share in Nortec’s authorized share structure, a “To share“) to the sellers on a pro rata basis, at a deemed price of $0.01 per paying share, in partial consideration for 100% of the outstanding shares of PropertyCo. Additional consideration will be payable to the sellers as follows: (a) $25,000 in cash one year after closing of the acquisition; (b) an additional $1.5 million in cash upon completion of a mineral resource estimate by an independent qualified person (as such term is defined in NI 43-101 – Canadian Securities Administrators Mineral Disclosure Standards (“National Instrument 43-101“) and pursuant to NI 43-101, with respect to any of the properties aggregating a minimum of 5 million tonnes of Inferred Resources; and (c) an additional $5.0 million in cash upon commencement Commercial Production (as that term is defined in the Share Purchase Agreement).
Nortec is also pleased to announce that it has closed its previously announced private placement (the “Private placement” – please see the Company’s press release dated June 14, 2022). Pursuant to the private placement, Nortec has issued 25,000,000 units of the Company (“Units“) at a price of $0.01 per unit for gross proceeds of $250,000. Each unit consists of one share and one share purchase warrant (a “To guarantee“), each warrant exercisable into one additional share at an exercise price of $0.05 per share until September 2, 2023.
The Company paid a cash finder’s fee of $9,000 to Haywood Securities Inc., representing 6% of the proceeds realized through the efforts of the finder.
Proceeds from the private placement will be used to finance exploration work on the properties and for general working capital. In accordance with recent policy changes (“TSXV Policies“) of the TSX Venture Exchange requiring increased disclosure for financings that involve the issuance of shares listed below the $0.05 minimum price requirement of TSXV policies, Nortec advises that no proceeds of the private placement will not be used to pay non-arm’s length parties or persons engaged in investor relations activities. ‘It expects to file with the TSX Venture Exchange and securities authorities no later than December 1, 2022.
The Payout Shares and all securities issued pursuant to the Private Placement are subject to resale restrictions under applicable securities laws and, as well as the hold-exchange period under the policies of TSXV, both of which will expire on January 3, 2023.
The securities described above have not been and will not be registered under the United States Securities Act of 1933 (the “U.S. Securities Law“) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or any applicable exemptions from the registration requirements of the US Securities Act and applicable US securities laws This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States, nor in any other jurisdiction.
About Nortec Minerals Corp.
Nortec is a mining exploration company based in Vancouver, British Columbia. Nortec holds a 17% interest in the Tammela Gold and Tammela Lithium projects in southwestern Finland. Nortec also owns a 100% interest in the Sturgeon Lake VMS property and the Mattagami River Zinc property, both located in northern Ontario, Canada.
Information about the Tammela Gold and Tammela Lithium projects and properties is disclosed in the Company’s MD&A for the period ended June 30, 2022 available under the Company’s profile on SEDAR at www.sedar.com.
On behalf of the Board of Directors,
CEO and Acting Director
T.: (604) 561-2687
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release contains certain forward-looking statements that involve known and unknown risks, delays and uncertainties that are beyond the control of the Company and that may cause the actual results, performance or achievements of the Company to be materially different from the results, performance or expectations implied by such forward-looking statements. This press release does not constitute an offer to sell or a solicitation of an offer to buy securities in the United States.
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