BULLETIN V2024-0642
NORD PRECIOUS METALS MINING INC. ("NTH")
BULLETIN TYPE: Plan of Arrangement-, Notice of Distribution, Property-Asset or Share Disposition Agreement
BULLETIN DATE: February 29, 2024
TSX Venture Tier 1 Company
TSX Venture Exchange (the "Exchange") has accepted for filing documentation in connection with an arrangement agreement dated September 13, 2023 between Nord Precious Metals Mining Inc. (the "Company") and its formerly wholly-owned subsidiary Coniagas Battery Metals Inc. ("Coniagas") pursuant to which the parties completed a plan of arrangement under the provisions of the Canada Business Corporations Act (the "Plan of Arrangement").
Under the Plan of Arrangement, the Company transferred all of the Company's interest in 110 mining claims located in Quebec, Canada known as the Graal Property to Coniagas in consideration for 24,000,000 common shares of Coniagas ("Coniagas Shares") and 12,000,000 warrants to purchase common shares of Coniagas ("Coniagas Warrants"). The Coniagas Warrants have an exercise price of $0.40 and expiry dates between 2 and 5 years from the date of issuance.
In connection with the closing of the Plan of Arrangement, the Company will transfer 501,600 Coniagas Shares and 250,800 Coniagas Warrants to an arm's length third party under an existing contractual arrangement.
The Plan of Arrangement provides that the Company will make four annual distributions of Coniagas Shares and Coniagas Warrants to the Company's shareholders. The first distribution is detailed below under Notice of Distribution. The Company will publicly disclose the particulars of the other three distributions prior to such annual distributions and the Exchange will issue bulletins for those other distributions at the time of distribution.
The Exchange has been advised that the Company's shareholders approved the Plan of Arrangement at an annual and special meeting of shareholders held on October 31, 2023 and that the Supreme Court of British Columbia approved the Plan of Arrangement on December 8, 2023. The Plan of Arrangement closed on February 26, 2024.
The full particulars of the Plan of Arrangement are set forth in the Company's management information circular dated October 31, 2023, which is available under the Company's profile on SEDAR+.
Notice of Distribution
Under the Plan of Arrangement, on the Payable Date, the Company will distribute 5,874,600 Coniagas Common Shares and 2,937,300 Coniagas Warrants with a two-year term to the Company's shareholders as of the Record Date on a pro rata basis.
Distribution per share: Approximately 0.0194 of a Coniagas Share and 0.0097 of a Coniagas Warrant with a two-year term*
Payable Date: March 11, 2024
Record Date: March 6, 2024
Ex-Distribution Date: March 5, 2024
* The dividend per share ratio will be based on the number of issued and outstanding shares on the Record Date and may be adjusted if additional shares are issued prior to the record date.
No fractional Coniagas Shares or Coniagas Warrants will be distributed and any fractional amounts will continue to be held by the Company.
Following this distribution, the Company will continue to hold 17,623,810 Coniagas Shares and 8,811,900 Coniagas Warrants.
For further information, please refer to the Company's news release dated February 26, 2024.
It is expected that the common shares of Coniagas will be listed for trading on the Exchange on or about March 13, 2024. The Exchange will issue a subsequent bulletin in the coming days confirming the Listing of the common shares of Coniagas.
Property-Asset or Share Disposition Agreement
In connection with the Plan of Arrangement, the Exchange has also accepted for filing documentation pertaining to the deemed dispositions of portions of the Company's interest in Coniagas pursuant to three non-brokered private placements whereby Coniagas issued 6,250,000 Coniagas Shares in the aggregate.
Number of Shares: 1,500,000 common shares of Coniagas (each, a "First Financing Share")
1,500,000 common shares of Coniagas (each, a "Second Financing Share")
3,250,000 common shares of Coniagas (each, a "Third Financing Share")
Purchase Price: $0.005 per First Financing Share
$0.02 per Second Financing Share
$0.25 per Third Financing Share
Warrants: 3,250,000 Coniagas share purchase warrants to purchase 3,250,000 Coniagas Shares
Warrant Exercise Price: $0.40 for a two-year period
Insider / Pro Group Participation:
Placees # of Placee(s) Aggregate # of Shares
Aggregate Existing Insider Involvement: 4 3,347,000
Aggregate Pro Group Involvement: N/A N/A
Finder's Fee: N/A
For further details, please refer to the Company's news releases dated September 26, 2023 and February 26, 2024.
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