Bedford, Nova Scotia (FSCwire) - NSX Silver Inc. (the “Company” or “NSX”) (TSX.V: NSY.H), closed its previously announced brokered private placement for gross proceeds of $1,060,510 by the sale of 7,070,067 subscription receipts (“Subscription Receipts”) of the Company at a price of $0.15 per Subscription Receipt (the “Brokered Offering”). The Brokered Offering was brokered on a best efforts basis by a syndicate of agents led by Echelon Wealth Partners Inc. and Industrial Alliance Securities Inc. (collectively, the “Agents”). In addition, the Company closed a non-brokered private placement of 100,000 Subscription Receipts on the same terms as the Brokered Offering for gross proceeds of $15,000 (together with the Brokered Offering, the “Offering”), representing total gross proceeds of the Offering of $1,075,510.

The Offering was completed in support of the Company’s previously announced change of business transaction (the “Transaction”) consisting of the acquisition of the real property located at 41 Noel Avenue, Saint John, New Brunswick from Village View No. 1 Limited Partnership (the “Vendor”). The Company has filed its filing statement for the Transaction and may be viewed on SEDAR at www.sedar.com. The filing statement describes the Company’s proposed change of business transaction as required by TSX Venture Exchange Policy 5.2 and as described in the Company’s news releases dated July 31, 2017 and July 13, 2018. The Transaction is expected to close on or about August 23, 2018.

The gross proceeds of the Offering (the "Escrowed Proceeds") have been deposited into escrow with Computershare Trust Company of Canada as escrow agent and will be released to the Company upon notice by the Company to the escrow agent that all conditions precedent to the Transaction have been completed, satisfied or waived (the "Release Conditions"). The Escrowed Proceeds, following their release to the Company, will be used to close the Transaction and for working capital and general corporate purposes.

Upon the satisfaction of the Release Conditions, each Subscription Receipt will entitle its holder to receive, without payment of additional consideration or further action, one unit (“Unit”) consisting of one common share in the capital of the Company (a "Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder to purchase one additional Common Share at a price of $0.25 for a period of 24 months from the closing date of issuance of the Warrant. The Common Shares and Warrants issuable to holders of Subscription Receipts upon conversion of the Subscription Receipts will be subject to a four-month hold period until December 23, 2018. 

For their services in connection with the Brokered Offering, the Agents will be entitled to receive, upon satisfaction of the Release Conditions: 1) a cash commission of $116,235, equal to the aggregate of (i) 7.0% of the gross proceeds of the Brokered Offering, (ii) 7.0% of the $500,000 Series B Convertible Debentures to be issued immediately prior to, and in connection with, the Transaction, and (iii) 7.0% of the $100,000 of Units to be issued to the Vendor as part of the Transaction; and 2) 681,572 agents’ warrants (“Agents’ Warrants”) equal to 7.0% of the Subscription Receipts sold in the Brokered Offering, the $500,000 Series B Convertible Debentures and the 666,667 Units to be issued to the Vendor as part of the Transaction.  Each Agents’ Warrant is exercisable for one Unit at a price of $0.15 for a period of 24-months following the closing date of the Offering.

This press release does not constitute an offer to sell or solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

FORWARD LOOKING INFORMATION:

Certain information in this press release may contain forward-looking statements. This information, including the anticipated closing of the Transaction, the use of the proceeds from the Offering and payment of the Agents’ commissions, is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. The Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to the Company. Additional information identifying risks and uncertainties is contained in the Company's filings with the Canadian securities regulators, which filings are available at www.sedar.com.

For further information:

On behalf of the Board of Directors of NSX Silver Inc.

“Jamie Nicoll”

Chairman and Executive Vice President

For further information contact:

Jamie Nicoll

Chairman and Executive Vice President

902-441-2654

CAUTIONARY STATEMENT:

Neither 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.

To view the original release, please click here

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