NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES
VANCOUVER, Nov. 28, 2012 /CNW/ - Copper North Mining Corp. ("Copper North" or the "Company") (TSX.V: COL) is pleased to announce a non-brokered private placement (the "Private Placement") of up to 7,000,000 units of the Company (the "Units") at a price of $0.15 per Unit for aggregate gross proceeds of up to $1,050,000.
Each Unit will consist of one common share in the capital of the Company ("Share") and one-half of a non-transferable common share purchase warrant (each whole such warrant, a "Warrant"). Each Warrant will entitle the holder to purchase one additional Share at a price of $0.20 for a period of 24 months from closing. Should the volume-weighted average trading price of the Shares equal or exceed $0.30 over a period of 20 consecutive trading days, the Company may accelerate the expiry date of the Warrants to the day which is 30 days after the notice of acceleration has been sent to the holders of the Warrants.
The proceeds from the Private Placement will be used for permitting activities relating to the Company's wholly-owned Carmacks Copper Project and for working capital and general corporate purposes.
Certain directors and officers of the Company may acquire securities under the Private Placement. Any such participation would be considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any shares issued to or the consideration paid by such persons will exceed 25% of the Company's market capitalization.
The Private Placement is subject to TSX Venture Exchange approval and all securities will be subject to a four month hold period. The Company anticipates closing of the Private Placement as soon as practicable subject to receipt of all necessary regulatory approvals.
This news release does not constitute an offer to sell or a 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 unless registered under the U.S. Securities Act and applicable securities laws or an exemption from such registration is available.
About Copper North
Copper North is a Canadian mineral exploration and development company. Copper North's assets include the Carmacks Copper Project located in the Yukon, and the high-grade, stratiform-copper Redstone Property, located in the Northwest Territories. Copper North trades on the TSX Venture Exchange under the symbol COL.
Please visit www.coppernorthmining.com.
On behalf of the Board of Directors:
"Sally L. Eyre"
This news release includes certain forward-looking information or forward-looking statements for the purposes of applicable securities laws. These statements include, among others, statements with respect to the completion of the proposed Private Placement, the price of securities issued pursuant to the Private Placement, use of proceeds from the Private Placement, proposed exploration, development, and permitting activities and their timing, potential mineralization and the announcement of results. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements to differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include, among others, the timeliness and success of regulatory approvals, the timing and success of future exploration and development activities, exploration and development risks, market prices, exploitation and exploration results, availability of capital and financing, general economic, market or business conditions, uninsured risks, regulatory changes, defects in title, availability of personnel, materials and equipment, unanticipated environmental impacts on operations and other exploration risks detailed herein and from time to time in the filings made by the Company with securities regulators. In making the forward-looking statements, the Company has applied several material assumptions including, but not limited to, the assumptions that the Private Placement will receive regulatory approval and will proceed as planned, the proposed exploration, development, and permitting of the mineral projects will proceed as planned, market fundamentals will result in sustained metals and mineral prices, and any additional financing needed will be available on reasonable terms. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise except as otherwise required by applicable securities legislation.
Neither the 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.
SOURCE: Copper North Mining Corp.
For further information:
Dr. Sally L. Eyre
President, CEO and Director
Peter Oates, Manager, Investor Relations