Nevada Exploration Announces Share Consolidation in Conjunction with Non-Brokered Private Placement, and Appoints New Director
April 7, 2015
Nevada Exploration Inc. (“NGE” or the “Company”) (TSX-V:NGE) announces a proposed consolidation of the Company’s common shares on the basis of one (1) post-consolidation common share for every ten (10) pre-consolidation common shares (the "Proposed Consolidation"), concurrent with a non-brokered private placement (the "Offering"). Additionally, the Company is very pleased to announce the appointment of Dr. Matthew I. Leybourne to the Company’s Board of Directors.
Exploring for economic deposits in covered settings represents both the greatest challenge and the greatest opportunity facing the exploration industry today. The rewards for early adopters of new and innovative technology, able to systematically address this shift to covered exploration, will be considerable. Recognizing that groundwater chemistry (hydrogeochemistry) presents a robust sampling tool able to reduce large prospective covered areas to discrete high quality exploration targets, NGE and its founders have invested more than 10 years to establish the most advanced hydrogeochemistry exploration program in Nevada, and NGE is now the active custodian of Nevada’s largest groundwater chemistry database. With a considerable lead over other Nevada explorers, NGE’s Management believes that the Company is well positioned to lead the industry in the next metal cycle, and has put forward the Proposed Consolidation, Offering, and new Board addition to build on and preserve the considerable value captured in the Company’s intellectual property and database through this current market downturn.
Subject to prior TSX Venture Exchange approval, the Company intends to complete the Proposed Consolidation concurrently with the Offering to improve the marketability of the Offering and to better position the Company for future financing transactions and corporate development opportunities.
The Company currently has 133,746,000 common shares issued and outstanding. After the Proposed Consolidation, it is anticipated that the Company will have approximately 13,374,600 common shares issued and outstanding, not including any shares that may be issued pursuant to the Offering.
The exercise or conversion price and the number of common shares issuable under any of the Company's outstanding warrants and stock options will be proportionately adjusted to reflect the Proposed Consolidation in accordance with their respective terms thereof. No fractional common shares will be issued pursuant to the Proposed Consolidation, and any fractional common shares that would otherwise be issued will be rounded down or up to the nearest whole number.
The post-consolidation common shares are expected to trade on the TSX Venture Exchange under the existing stock symbol "NGE", and the Company is not changing its name in conjunction with the Proposed Consolidation.
Non-Brokered Private Placement
Pursuant to the Offering, the Company plans to issue up to 13,333,333 post-consolidation units (the “Units”) at a price of $0.075 per Unit, for total gross proceeds of up to $1,000,000. Each Unit will consist of one post-consolidation common share and one-half of a non-transferable post-consolidation common share purchase warrant, with each full warrant entitling the holder to purchase one post-consolidation common share for a period of two years, initially at an exercise price of $0.10 until December 31, 2015, and afterwards at an exercise price of $0.15.
The net proceeds from the Offering will be used by the Company for operations and general working capital purposes. More specifically, with a fully subscribed Offering, the Company would expect to use the proceeds as follows: $150,000 to meet upcoming land holding payments; $350,000 to fund value added project development and database modernization activities; $200,000 to make payments towards current payables; and $300,000 to cover general corporate overhead, allowing the Company to meet its obligations for the remainder of 2015.
The Offering is being extended both to accredited investors and to existing shareholders of the Company pursuant to the prospectus exemption set out in British Columbia Instrument 45-534 and in similar instruments in other provinces of Canada (together the “Instrument”). Under the Instrument, NGE may accept qualifying subscriptions of up to $15,000 from existing shareholders. In the event that NGE receives subscriptions exceeding $1,000,000, the Company may increase the size of the Offering, or otherwise allocate the Units on a "first-come, first-served" basis.
NGE advises shareholders interested in participating in the Offering to contact the Company as soon as possible.
For the purpose of determining existing NGE shareholders entitled to purchase Units under the exemption provided by the Instrument, the Company has set April 6, 2015, as the record date. All participants that elect to subscribe for the Offering under the exemption provided by the Instrument will need to represent in writing both that they were an NGE shareholder in principal on or before the record date, and that they still are an NGE shareholder. The exemption provided by the Instrument is not available to shareholders resident in Newfoundland and Labrador, or jurisdictions outside of Canada. The Company may combine the Offering under the Instrument with sales pursuant to other available prospectus exemptions, including sales to accredited investors.
The Offering is scheduled to close on or about April 24, 2015, and is subject to prior TSX Venture Exchange approval and receipt of all necessary regulatory approvals. The securities issued in connection with the Offering will be subject to a four month hold period from the date of issue, as well as to any other re-sale restrictions imposed by applicable securities regulatory authorities.
Subject to approval by the TSX Venture Exchange and in accordance with applicable securities legislation, NGE may pay finder’s fees to eligible arms-length finders.
The securities issued by NGE have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or the securities laws of any state of the United States, and may not be offered or sold in the United States absent registration, or an applicable exemption therefrom, under the 1933 Act and the securities laws of all applicable states. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, sale or solicitation would be unlawful.
Appointment of Dr. Matthew I. Leybourne
NGE’s Board of Directors is very pleased to announce the appointment of Dr. Matthew I. Leybourne as director.
Dr. Leybourne is a respected and well published professional geochemist with focused expertise on the applications of analytical geochemistry for mineral exploration under cover, including hydrogeochemistry specifically. Since earning his PhD from the University of Ottawa, Dr. Leybourne has spent time working both in industry, having worked with ALS Minerals as a Senior Geochemist, and in academia, presently holding the position of Associate Professor in the Department of Earth Sciences at Laurentian University. Dr. Leybourne brings worldwide experience in advancing new applications and in establishing best practices across the geochemistry discipline; and in his roles as Associate Editor for Applied Geochemistry and a member of the Editorial Board of Chemical Geology, as well as roles with other publications, Dr. Leybourne is well positioned to maintain strong connections and review ongoing advances across the industry.
Discussing the appointment, Wade Hodges, the Company’s CEO explains: “With a broad technical background and specific expertise in hydrogeochemistry applications for exploring under cover, Matt brings a complimentary toolkit to help NGE leverage its significant, decade long investment in its hydrogeochemistry database and exploration program. I believe that combining Matt’s technical oversight with our practical applications will unlock considerable value for our shareholders, as well as provide an opportunity to broaden the exposure for hydrogeochemistry exploration in general. What we are doing is important, and we are fortunate and excited to be able to add Matt to our team.”
About Nevada Exploration Inc.
NGE is an exploration company focused on gold in Nevada. NGE is led by an experienced management team that has been involved with the discovery of more than 30 million ounces of gold in Nevada.
NGE is aggressively applying the latest in covered deposit exploration technology to identify, acquire, and advance new exploration properties in Nevada’s highly prospective, yet underexplored covered basins. Specifically, NGE has developed proprietary hydrogeochemistry (groundwater chemistry) exploration technology to explore for gold in Nevada’s covered basins where traditional exploration techniques are challenged.
Using its industry-leading exploration technology, NGE has assembled a portfolio of new gold projects, and with interests in more than 80 square kilometres (31 sq mi), has established itself a major player in this world class jurisdiction. NGE’s business model is to leverage its properties and technology to create shareholder value through generative exploration, joint ventures, and other exploration partnerships.
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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.
Cautionary Statement on Forward-Looking Information:
This release and referenced presentation contains certain "forward-looking statements" including, without limitation, expectations, beliefs, plans and objectives regarding the potential transactions and ventures discussed in this release. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are the risks inherent in mineral exploration, the need to obtain additional financing, environmental permits, the availability of needed personnel and equipment for exploration and development, fluctuations in the price of minerals, and general economic conditions.