NorthX Nickel Corp. Announces Closing of Non-Brokered Private Placement and Strategic Investment by Mason Resources Inc.

Newsfile Corp.
9 min read

Vancouver, British Columbia--(Newsfile Corp. - May 14, 2024) - NorthX Nickel Corp. (CSE: NIX) (OTCQB: RCHRD) (FSE: 6YR0) (the "Company" or "NorthX") is pleased to announce that, further to its news release dated April 26, 2024, it has closed its fully-subscribed non-brokered private placement of 9,479,166 units of the Company ("Units") at a price of $0.24 per Unit for aggregate gross proceeds of $2,275,000 (the "Offering").

Each Unit is comprised of one common share of the Company (a "Unit Share") and one common share purchase warrant of the Company (a "Warrant"). Each Warrant entitles the holder thereof to acquire one common share of the Company (a "Warrant Share") at a price of $0.36 at any time until May 14, 2027. The Warrants are subject to an accelerated expiry date, which comes into effect after November 14, 2024 if the closing price of the common shares of the Company (the "Common Shares") on the Canadian Securities Exchange (the "CSE") is equal to or greater than $0.72 for a period of ten consecutive trading days. Should such an event occur, the Company may issue an expiry acceleration notice (the "Notice") to Warrant holders and the expiry date of the Warrants will be deemed to be 30 days from the latest date to occur between the date of the Notice and the date on which the news release announcing the accelerated expiry period is issued.

The gross proceeds from the sale of the Units will be used by the Company for ongoing reclamation work and general corporate purposes. All securities issued in connection with the Offering are subject to a 4-month statutory hold period, in accordance with applicable securities laws and the policies of the CSE.

Strategic Investment by Mason Resources Inc. & Wallbridge Mining Pro Rata Participation

Pursuant to the Offering, Mason Resources Inc. (TSXV: LLG) (OTCQX: MGPHF) ("Mason Resources") acquired 4,166,667 Units (the "Strategic Investment"), representing a 14.6% ownership interest in the Company's issued and outstanding Common Shares on a non-diluted basis and 25.5% on a partially diluted basis assuming the exercise in full of the Warrants issued to Mason Resources. Mason Resources has agreed to restrict its exercise of any Warrants if doing so would result in Mason Resources owning or controlling more than 19.9% of the then issued and outstanding Common Shares. Prior to the Offering, Mason Resources held no securities of the Company.

In connection with the Strategic Investment, the Company entered into an investor rights agreement (the "IRA") with Mason Resources, pursuant to which Mason Resources has been granted certain rights in the event it maintains minimum ownership thresholds in the Company. So long as Mason Resources holds 10% of the issued and outstanding Common Shares on a non-diluted basis, it will have the right to designate (the "Nomination Right") up to two nominees to the board of directors of NorthX (the "Board"), as well as anti-dilution rights to participate in future financings, including semiannual top-up rights. Mason Resources' Nomination Right will decrease to one nominee in the event that it holds 5% or more (but less than 10%) of the issued and outstanding Common Shares on a non-diluted basis.

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