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Wednesday, December 6, 2023

Nevada Sunrise Closes First Tranche of Private Placement

Nevada Sunrise Metals Corporation (“Nevada Sunrise” or the “Company“) (TSXV: NEV) (OTC: NVSGF) announced today the closing of a first tranche of the previously-reported non-brokered private placement (the “Offering”) (see Nevada Sunrise news release dated August 16, 2023) consisting of 3,562,500 units (the “Units”) at a price of $0.08 per Unit, for gross proceeds of $285,000 (the “First Tranche”).

Each Unit consists of one common share (a “Share”) and one common share purchase warrant (a “Warrant”) of the Company. One Warrant entitles the holder to purchase one Share of the Company at a price of $0.12 for a period expiring 24 months following the closing date of the Offering.

Finder’s fees consisting of a total of $5,320 cash and 66,500 finder’s units were paid to: (1) Haywood Securities Inc. – $2,520 cash and 31,500 finder’s units, and (2) Glores Securities Inc. – $2,800 cash and 35,000 finder’s units. Finder’s units are exercisable at the price of a Unit placed ($0.08) for one Share of the Company and one Warrant, with each Warrant entitling the finder to purchase one Share of the Company at a price of $0.12 for a period expiring 24 months following the closing date of the Offering.

All the securities issued in the First Tranche of the Offering are subject to a hold period of four months plus one day from the closing date, expiring January 16, 2024.

Proceeds of the Offering will be used for:

  • Completion of a National Instrument 43-101-compliant mineral resource estimate for the Gemini Lithium Project located in Esmeralda County, Nevada (“Gemini”);
  • Completion of a preliminary economic assessment (or “PEA”) in conjunction with the release of a maiden mineral resource estimate for Gemini;
  • Exploration work on the Company’s mineral properties;
  • Other lithium property investigations, and general working capital.

The Company anticipates closing additional tranches of the private placement in the coming weeks. Closing of additional tranches of the Offering are subject to acceptance of the TSX Venture Exchange.

Participation of Insiders in the Offering

Three insiders of the Company subscribed for a total of 230,180 Units in the First Tranche of the Offering. Participation by the insiders constitutes a related party transaction as defined under Multilateral Instrument 61-101 (“MI 61-101”). The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the participation by insiders in the First Tranche of the Offering does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.

Marketing Agreements

Nevada Sunrise has entered into advertising and marketing agreements to raise awareness of the Company’s Nevada exploration and development activities with (1) CEO.ca Technologies Ltd. (“CEO.ca”) for a period of 12 months effective September 8, 2023 at a cost of $90,000 before taxes, and (2) Investing News Network (“INN”) for a period of 12 months effective August 24, 2023 at a cost of $20,000 before taxes. Each of CEO.ca and INN participated as subscribers in the First Tranche of the Offering.

About Nevada Sunrise

Nevada Sunrise is a junior mineral exploration company with a strong technical team based in Vancouver, BC, Canada, that holds interests in lithium, gold, and copper exploration projects located in the State of Nevada, USA.

Nevada Sunrise owns 100% interests in the Gemini, Jackson Wash and Badlands lithium projects, with no applicable royalties, all of which are located in the Lida Valley basin in Esmeralda County, NV, located just east of the Clayton Valley basin, which hosts the only producing lithium mine in the United States operated by Albemarle Corp. at Silver Peak, NV. The Company owns Nevada water right Permit 86863, also located in the Lida Valley basin, near Lida, NV.

The Company’s key gold asset is a 20.01% interest in a joint venture at the Kinsley Mountain Gold Project near Wendover, NV with CopAur Minerals Inc. Kinsley Mountain is a Carlin-style gold project hosting a National Instrument 43-101 compliant gold resource consisting of 418,000 indicated ounces of gold grading 2.63 g/t Au (4.95 million tonnes), and 117,000 inferred ounces of gold averaging 1.51 g/t Au (2.44 million tonnes), at cut-off grades ranging from 0.2 to 2.0 g/t Au 1. The Company has elected not to contribute to the 2023 exploration program at Kinsley Mountain and expects to incur dilution of its participating interest in the joint venture to an approximate 19.0% interest.

1Technical Report on the Kinsley Project, Elko County, Nevada, U.S.A., dated June 21, 2021 with an effective date of May 5, 2021 and prepared by Michael M. Gustin, Ph.D., and Gary L. Simmons, MMSA and filed under New Placer Dome Gold Corp.’s Issuer Profile on SEDAR (www.sedar.com).

Nevada Sunrise has the right to earn a 100% interest in the Coronado VMS Project, located approximately 48 kilometers (30 miles) southeast of Winnemucca, NV.

FORWARD LOOKING STATEMENTS

This release may contain forwardlooking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur and include disclosure of anticipated exploration activities. Although the Company believes the expectations expressed in such forwardlooking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. Forwardlooking statements are based on the beliefs, estimates and opinions of the Company’s management on the date such statements were made. The Company expressly disclaims any intention or obligation to update or revise any forwardlooking statements whether as a result of new information, future events or otherwise.

Such factors include, among others, risks related to future plans for the calculation of a mineral resource estimate and a PEA at the Gemini Lithium Project; reliance on technical information provided by third parties on any of our exploration properties; changes in mineral project parameters as plans continue to be refined; current economic conditions; future prices of commodities; possible variations in grade or metallurgical recovery rates; failure of equipment or processes to operate as anticipated; the failure of contracted parties to perform; labor disputes and other risks of the mining industry; delays due to pandemic; delays in obtaining governmental approvals, financing or in the completion of exploration, as well as those factors discussed in the section entitled “Risk Factors” in the Company’s Management Discussion and Analysis for the Nine Months ending June 30, 2023, which is available under Company’s SEDAR profile at www.sedar.com.

Although Nevada Sunrise has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Nevada Sunrise disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise. Accordingly, readers should not place undue reliance on forward-looking information.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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