/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/
TORONTO, Nov. 27, 2019 /CNW/ - GK Resources LTD. (TSX.V: NIKL) ("GK Resources" or the "Company") is pleased to announce that it has entered into an agreement with a syndicate of agents led by PI Financial Corp and Canaccord Genuity Corp (collectively, the "Agents") for a marketed private placement of up to 5,000,000 shares of the Company (the "Shares") at a price of $1.00 for aggregate gross proceeds of up to $5,000,000 (the "Offering"). All dollar amounts expressed in Canadian dollars unless otherwise stated.
The Shares will be offered by way of a commercially reasonable efforts private placement pursuant to exemptions from the prospectus requirements to residents of all provinces of Canada, except Quebec, and such other jurisdictions as may be agreed to by the Company and the Agents.
GK Resources has granted the Agents an option (the "Agents' Option"), exercisable, in whole or in part, up to two days prior to the closing of the Offering to increase the size of the Offering by up to 20% solely to cover over-allotments, if any, and for market stabilization purposes.
The Company will pay to the Agents a commission of 7.0% of the gross proceeds of the Offering (including from any exercise of the Agents' Option), other than in respect of Shares issued to purchasers on a presidents list (the "President's List"), in which case the cash fee shall be equal to 3.0% of the aggregate proceeds of purchasers on the Presidents List. The Company has also agreed to issue to the Agents' compensation options ("Compensations Options") to purchase such number of common shares as is equal to 7.0% of the number of Shares issued under the Offering (including from any exercise of the Agents' Option), other than in respect of a Shares issued to purchasers on the President's List, in which case the compensations options issued shall be equal to 3.0% of the number of Shares issued to purchasers on the President's List. Each Compensation Option may be exercised to acquire one common share at an exercise price equal to $1.00 per common share for a period of 24 months from the closing of the Offering.
The gross proceeds from the Offering will be used to pay the initial consideration for the acquisition of the Norwest Nickel Project, update technical information and advancement of the Norwest Nickel Project as well as for working capital purposes. The closing of the Offering is anticipated to occur on or around December 18, 2019 (the "Closing Date") and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals, including the acceptance of the TSX Venture Exchange.
All securities issued under the Offering will be subject to a statutory hold period in Canada expiring four months and one day from the date of issuance.
This news release does not constitute an offer to sell or a solicitation of an offer to buy 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.
On behalf of the Board of Directors
President and CEO.
About GK Resources Corp.
GK Resources Ltd. is a mineral property exploration company that completed its initial public offering on March 21, 2019. On March 25, 2019, the shares of the Company began trading on the TSX Venture Exchange (the "Exchange") under the stock symbol NIKL. www.gkresourcesltd.com
Forward Looking Information
This news release contains forward-looking information, which involves known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from current expectation. Important factors - including the availability of funds, the results of financing efforts, the completion of due diligence and the results of exploration activities - that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time to time on SEDAR (see www.sedar.com). Forward-looking statements in this news release include, but are not limited to, statements regarding completion of the Offering, the anticipated closing date of the Offering and the use of proceeds from the Offering. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this news release. The Company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a result of new information, events or otherwise.
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 THE RELEASE.
SOURCE GK Resources Ltd.