Business
Premium Nickel Resources and North American Nickel Sign Non-Binding LOI for Reverse Takeover of North American Nickel
Toronto, Ontario--(Newsfile Corp. - February 17, 2022) - Premium Nickel Resources Corporation ("PNR") and North American Nickel Inc. (TSXV: NAN) ("NAN") are ple
About this update from Nexmetals Mining Corp.
[{"type":"text","content":" Toronto, Ontario--(Newsfile Corp. - February 17, 2022) - Premium Nickel Resources Corporation (\"PNR\") and North American Nickel Inc. (TSXV: NAN) (\"NAN\") are pleased to announce that they have executed a non-binding letter of intent (\"Non-Binding LOI\") providing for a business combination of PNR and NAN, which would be implemented by way of a \"Reverse Takeover\" (under the policies of the TSX Venture Exchange (the \"Exchange\")) of NAN by PNR. Under the policies of the Exchange, PNR is a \"Non-Arm's Length Party\" of NAN. The Non-Binding LOI will form the basis upon which PNR and NAN will negotiate one or more definitive agreements governing the proposed RTO. It is currently anticipated that the RTO will be completed by way of a triangular amalgamation involving PNR, NAN and a wholly-owned subsidiary of NAN to be formed; provided, however that the definitive structure of the RTO will be determined based on further tax and structuring advice to be received prior to the execution of definitive agreements governing the proposed RTO. In this news release, references to the \"Resulting Issuer\" is to NAN after the closing of the RTO. Proposed Transaction Terms NAN currently owns approximately 9.8% of the outstanding common shares of PNR on a basic, undiluted basis, and a warrant entitling NAN to purchase an additional 15% of the equity in PNR, on an undiluted basis, for US$10 million, until February 26, 2025 (the \"15% Warrant\") While a definitive exchange ratio remains subject to ongoing due diligence, under the terms of the Non-Binding LOI, each common share of PNR outstanding immediate prior to the closing of the RTO, other than any common share of PNR held by NAN, would be exchanged for 5.27 common shares of the Resulting Issuer (before giving effect to any Consolidation) and the 15% Warrant and the common shares of PNR held by NAN would be extinguished. Following completion of the RTO, approximately 25% of the outstanding common shares of the Resulting Issuer are expected to be held by the current shareholders of NAN and approximately 75% of the outstanding common shares of the Resulting Issuer are expected to be held by the current shareholders of PNR (other than NAN). In connection with the proposed RTO, and subject to any required shareholder and regulatory approvals, NAN is expected to seek the requisite shareholder ...