/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
BEDFORD, NS, May 30, 2018 /CNW/ - NSX Silver Inc. (the "Company" or "NSX") (TSX.V: NSY.H) announces the issuance of non-transferable warrants of the Company (each, a "Warrant") to 3024700 Nova Scotia Limited, Dr. Brian Ramjattan and Maven Capital Group and its affiliates (collectively, the "Lenders" and each, a "Lender"), as a loan bonus pursuant to promissory notes issued to the Lenders today (the "Promissory Notes" and each a "Promissory Note"). The Warrants were issued pursuant to Policy 5.1 of the TSX Venture Exchange (the "Exchange") and have been conditionally approved by the Exchange.
The Promissory Notes have a maximum maturity date of one (1) year (the "Maturity Date") and provide that, in consideration of the risk to the Lenders in respect of the respective loans extended thereunder, the Company may, at its sole option, any time prior to the Maturity Date, and subject to Exchange acceptance, grant a loan bonus to the Lenders of the maximum number of non-transferable Warrants permitted to be issued as a loan bonus to such Lender pursuant to Exchange Policy 5.1, being the principal sum outstanding under each Promissory Note divided by the Market Price (as such term is defined in Exchange Policy 1.1 – Interpretation) of the common shares of the Company (the "Common Shares" and each, a "Common Share"). The board of directors of the Company (the "Board") determined that it is in the best interests of the Company to exercise their option to issue the Warrants as a loan bonus to each Lender as set forth in their respective Promissory Note.
The trading price of the Common Shares on October 11, 2016, the last trading day before announcement of the Company's change of business transaction and the date the Common Shares were halted for trading on the Exchange, was $0.09. Notwithstanding this price, the Board deemed the Market Price of the Common Shares to be $0.12. The Company has issued the maximum number of Warrants permitted under Policy 5.1 with respect to the aggregate amount of $300,000 outstanding under the Promissory Notes, resulting in a total of 2,499,998 Warrants being issued, in aggregate, to the Lenders. Each Warrant is exercisable into one Common Share (each, a "Warrant Share") for a period of 12 months from the date of issuance, at an exercise price of $0.12 per Warrant Share.
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.
Cautionary Note Regarding Forward-Looking Statements
Certain information in this press release may contain forward-looking statements, such as statements regarding final approval of the Exchange. This information is based on current expectations and assumptions that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. Risks that could cause results to differ from those stated in the forward-looking statements in this release include those relating to the ability to complete the issuances on the terms described above. The Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to the Company. Additional information identifying risks and uncertainties is contained in the Company's filings with the Canadian securities regulators, which filings are available at www.sedar.com.
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 press release.
SOURCE NSX Silver Inc.
For further information: Jamie Nicoll, Chairman and Executive Vice President, 902 483-2308