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VANCOUVER, March 8, 2019 /CNW/ - New Dimension Resources Ltd. (TSXV: NDR) (the "Company", "NDR", or "New Dimension") announces the completion of its previously announced private placement of 13,374,100 units at $0.055. Gross proceeds of $735,575 will be used for exploration activities and general working capital. The units are comprised of one common share and one half of one share purchase warrant each whole warrant enabling the holder to acquire one additional common share at $0.125 during the first 18 months and $0.25 thereafter until expiry March 8, 2022. The warrants will be further subject to accelerated expiry terms. Namely, the Company has the right to accelerate expiry of the warrants if the closing price of Company's shares equals or exceeds $0.25 per common share for 10 consecutive trading days during the first 18 months, or $0.50 per common share thereafter.
The Company paid an aggregate of $20,641 and issued 375,300 finders warrants under the same terms and conditions of the unit warrants, to certain persons who introduced subscribers to the Company. All securities issued under the placement are subject to a four month hold period trade restriction expiring July 9, 2019.
Upon closing of the Private Placement, Sandstorm Gold Ltd will remain New Dimension's largest shareholder with approximately 12.51% of the issued common shares of the Company. Certain management and directors also participated in the Private Placement and now collectively hold 16.10% of the issued common shares of the Company.
Early Warning Disclosure
Pursuant to National Instrument 62-103 - The Early Warning System and Related Take Over Bid and Insider Reporting Issues, Sandstorm is announcing the acquisition of an aggregate of 2,727,275 common shares ("New Dimension Shares") and 1,363,638 share purchase warrants ("New Dimension Warrants") pursuant to the Private Placement conducted by New Dimension.
With the acquisition of New Dimension Shares, Sandstorm now holds approximately 12.51% of the outstanding common shares. If Sandstorm exercises the New Dimension Warrants, it would then hold 14.39% of the then issued and outstanding New Dimension shares (on a partially diluted basis).
The acquisition of the New Dimension Shares by Sandstorm was effected for investment purposes. Sandstorm may from time to time acquire additional securities of New Dimension, dispose of some or all of the existing or additional securities it holds or will hold, or may continue to hold its current position.
Additionally, also pursuant to National Instrument 62-103 - The Early Warning System and Related Take Over Bid and Insider Reporting Issues, Mr. Eric Roth, CEO and director of the Company is announcing the acquisition of an aggregate of 2,727,275 common shares ("New Dimension Shares") and 1,363,638 share purchase warrants ("New Dimension Warrants") pursuant to the Private Placement.
With the acquisition of Mr. Roth now holds approximately 8.44% of the outstanding common shares. If Mr. Roth exercises the New Dimension Warrants, he would then hold 10.41% of the then issued and outstanding New Dimension shares on a partially diluted basis.
The acquisition of the New Dimension Shares by Mr. Roth was effected for investment purposes. Mr. Roth may from time to time acquire additional securities of New Dimension, dispose of some or all of the existing or additional securities it holds or will hold, or may continue to hold his current position.
The early warning reports, as required under National Instrument 62-103, contains additional information with respect to the foregoing matters and will be filed by Mr. Roth and Sandstorm Gold Ltd. on New Dimension's SEDAR profile at www.sedar.com
On Behalf of the Board of New Dimension Resources Ltd.
Eric Roth, Ph.D., FAusIMM
President & CEO
About New Dimension Resources
New Dimension is engaged in the acquisition, exploration, and development of quality mineral resource properties throughout the Americas, with a focus on high-grade precious metals deposits. The Company's current focus is on the discovery of new high-grade gold-silver resources at its 100%-owned Las Calandrias, Los Cisnes and Sierra Blanca projects, all located in the highly prospective Deseado Massif of Santa Cruz Province, southern Argentina. The Company also holds an option to earn-in to a 100% interest in the Savant Lake gold project in Ontario, together with an active 29.56% JV interest (with Yamana Gold) in the Domain gold project in Manitoba.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
Cautionary Notes and Forward-looking Statements
This news release contains forward-looking information within the meaning of applicable securities legislation. Forward-looking information is typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. Such statements include, without limitation, statements regarding the the anticipated use of proceeds of the Private Placement Financing, receipt of all necessary regulatory and third-party approvals required in connection with the acquisition and the Private Placement Financing, future results of operations, performance and achievements of New Dimension, including the timing, completion of and results from the drill programs described in this release. Although the Company believes that such statements are reasonable, it can give no assurances that such expectations will prove to be correct. All such forward-looking information is based on certain assumptions and analyses made by New Dimension in light of their experience and perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. This information, however, is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Important factors that could cause actual results to differ from this forward-looking information include those described under the heading "Risks and Uncertainties" in New Dimension's most recently filed MD&A. New Dimension does not intend, and expressly disclaims any obligation to, update or revise the forward-looking information contained in this news release, except as required by law. Readers are cautioned not to place undue reliance on forward-looking information.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
SOURCE New Dimension Resources Ltd.
For further information: New Dimension Contacts: Eric Roth, Email: [email protected]; Karen Davies, +1 604-314-2662