Jan 29, 2015 (ACCESSWIRE via COMTEX) — Vancouver, B.C. / ACCESSWIRE / January 29, 2015 / BIG NORTH GRAPHITE CORP. (NRT) (the "Company" or "Big North"), announces that it intends to raise up to $250,000 by way of a non-brokered private placement (the "Offering") of common shares ("Shares") at a price of $0.02 per Share pursuant to a discretionary waiver of the $0.05 minimum pricing requirement granted by the TSX Venture Exchange (the "Exchange"). Subject to certain limitations discussed below, the Offering is open to all existing shareholders of the Company as well as pursuant to other available prospectus exemptions. The Offering is subject to Exchange final acceptance.
The Offering
The maximum Offering is 12,500,000 Shares for gross proceeds of $250,000. The Offering is not subject to any minimum aggregate subscription.
A finder's fee of cash, Big North common shares or finder's warrants, or a combination thereof, may be paid to eligible finders with respect to any portion of the Offering that is not subscribed for by existing shareholders.
Assuming the Offering is fully subscribed, the Company intends to allocate the net proceeds as follows: (1) $160,000 to the vendors of the Company's El Tejon Project (see press releases dated December 19, 2014, February 5, 2014 and May 22, 2014 for further details); and (2) the balance for general working capital purposes.
Although the Company intends to use the proceeds of the Offering as described above, the actual allocation of net proceeds may vary from the uses set forth above, depending on future operations or unforeseen events or opportunities. If the Offering is not fully subscribed, the Company will apply the proceeds of the Offering to the
above uses in priority and in such proportions as the Board of Directors and management of Big North determine is in the best interests of the Company.
All securities issued in connection with the Offering will be subject to a four month hold period in accordance with applicable securities laws.
Existing Shareholder Exemption
Depending on demand and regulatory requirements, a portion of the Offering may be made in accordance with the provisions of the existing shareholder exemption (the "Existing Shareholder Exemption") contained in Multilateral CSA Notice 45-313 and BC Instrument 45-354 and the various corresponding blanket orders and rules of participating jurisdictions (the Existing Shareholder Exemption is not available in Ontario or Newfoundland and Labrador and existing shareholders resident in countries other than Canada need to meet the applicable eligibility requirements, if any, in their jurisdiction of residence to participate). In addition to conducting the Offering pursuant to the Existing Shareholder Exemption, the Offering will also be conducted and close personal friends and business associates of directors and officers of Big North.
Big North has set January 26, 2015 as the record date (the "Record Date") for the purpose of determining existing shareholders entitled to purchase Shares pursuant to the Existing Shareholder Exemption. Subscribers purchasing Shares under the Existing Shareholder Exemption will need to represent in writing that they meet certain requirements of the Existing Shareholder Exemption, including that they were, as of the Record Date and continue to be as of the date of closing for their subscription, a shareholder of Big North. The aggregate acquisition cost to a subscriber under the Existing Shareholder Exemption cannot exceed $15,000 (750,000 Shares) unless that subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment.
Unless Big North determines to increase the gross proceeds of the Offering and receives Exchange approval for such increase, if subscriptions received for the Offering based on all available exemptions exceed the maximum Offering amount of $250,000, subscriptions will be accepted at the discretion of the Company such that it is possible that a subscription received from a shareholder may not be accepted by the Company if the Offering is over-subscribed. In accordance with the Existing Shareholder Exemption, the Company confirms there is no material fact or material change related to the Company which has not been generally disclosed.
Existing shareholders of Big North are directed to contact the Company for further information concerning subscriptions for Shares pursuant to the Existing Shareholder Exemption, as follows:
Contact Person: Spiro Kletas
Telephone: (604) 629-8220
Email: [email protected]
Mr. Spiro Kletas, CEO of Big North stated: "We are pleased to announce the Offering using the existing shareholder exemption, which will allow us to provide our existing shareholders with the same opportunity to participate in the Company's Offering as other investors. We remain excited about the Company's El Tejon project in Oaxaca, Mexico and the Company intends to take the necessary steps to move the project forward as quickly as possible. Plans will be announced as they are finalized."
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be anysale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities issued,or to be issued, under the Offering have not been, and will not be, registered under the United States SecuritiesAct of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicableexemption from registration requirements.
About Big North Graphite Corp.
Big North is a graphite development and exploration company focused on select projects in Mexico and Canada, including the past producing El Tejon flake graphite mine and mill in Oaxaca, Mexico. Big North is poised to capitalize on the increasing strategic demand for graphite throughout the world, a demand that is being driven by the growth in new, green technologies including the lithium ion batteries that are being used in hybrid and fully electric vehicles.
Big North also owns large flake graphite exploration projects in Ontario and Quebec, Canada.
ON BEHALF OF THE BOARD
(signed) "Spiro Kletas"
Spiro Kletas
President and Chief Executive Officer
Facebook: https://www.facebook.com/bignorthgraphite
Twitter: https://twitter.com/NRTgraphite
YouTube: http://www.youtube.com/bignorthgraphite
Flicker: http://www.flickr.com/photos/bignorthgraphite
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Except as required pursuant to applicable securities laws, the Company will not update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by the Company.
Original Article: http://www.marketwatch.com/story/big-north-announces-private-placement-to-existing-shareholders-and-other-investors-2015-01-29?page=1
