TORONTO, March 10 /CNW/ - Northern Financial Corporation (TSX: NFC) ("Northern" or the "Company") today announced that it intends to raise up to $750,000 in a private placement of units ("Units") at a price of $0.33 per Unit on a best efforts basis. Each Unit is comprised of one common share of the Company and a half warrant. Each whole warrant will entitle the holder to purchase one common share of the Company at a price of $0.45 for a two year period from closing of the private placement.
In connection with the private placement, Vic Alboini, Chairman and Chief Executive Officer of the Company, may facilitate a "gypsy swap", whereby Mr. Alboini would sell up to 2,272,727 common shares of the Company in pre-arranged trades over the facilities of the TSX, and then buy up to 2,272,727 Units under the private placement and thereafter transfer the associated warrants to the applicable counterparties to the pre-arranged trades pursuant to applicable prospectus and registration exemptions.
The private placement will be led by Northern Securities Inc. (the "Agent"). Northern Financial is a connected issuer to the Agent under applicable securities laws. Northern will pay the Agent a cash commission of 8% of the gross proceeds of the private placement, and that number of broker warrants equal to 10% of the number of Units sold in the private placement. Each broker warrant will be exercisable into one Unit. Northern also paid the Agent a non-refundable work fee of $50,000 plus GST.
The private placement and any associated gypsy swap are scheduled to close on or about March 29, 2010, and are subject to regulatory approval, including final approval of the TSX. The common shares and warrants issued pursuant to the private placement will be subject to a four-month hold under applicable securities laws.
Northern Financial Corporation wholly owns Northern Securities Inc., a full service investment dealer that provides financial advisory services to retail and institutional clients and investment banking services to small capitalization companies.
SOURCE Northern Financial Corporation
For further information: For further information: Ann Krallisch, Director, Business Development, Northern Securities Inc., (416) 644-8113, Fax: (416) 644-0270, e-mail: firstname.lastname@example.org