/Not for distribution to United States newswire services or for
dissemination in the United
States/
TORONTO, May 10, 2024
/CNW/ - Northern Superior Resources Inc. (TSXV: SUP) (OTCQX:
NSUPF) (the "Company") is pleased to announce that
in connection with its previously announced "bought deal" private
placement financing, the Company and Cormark Securities Inc. as
sole underwriter and bookrunner (the "Underwriter") has
agreed to increase the size of the previously announced financing.
The Company will now issue: (i) 5,050,600 common shares of the
Company that qualify as "flow-through shares" (within the meaning
of subsection 66(15) of the Tax (as defined below) and section
359.1 of the Québec Tax Act (as defined below) (the "FT
Shares") at a price of $0.99 per
FT Share, for gross proceeds of $5,000,094; and (ii) 5,454,600 common shares of
the Company (the "HD Shares") at a price of $0.55 per HD Share, for gross proceeds of
$3,000,030, for aggregate gross
proceeds to the Company of approximately $8
million (collectively, the "Offering").
The net proceeds from the issue of the HD Shares will be used
for working capital and general corporate purposes. The Company
will use an amount equal to the gross proceeds received by the
Company from the sale of the FT Shares, pursuant to the provisions
in the Income Tax Act (Canada) (the "Tax Act"), to incur (or
be deemed to incur) eligible "Canadian exploration expenses" that
qualify as "flow-through mining expenditures" (as both terms are
defined in the Tax Act) (the "Qualifying Expenditures")
related to the Company's projects in Québec, on or before
December 31, 2025, and to renounce
all the Qualifying Expenditures in favour of the subscribers of the
FT Shares effective December 31,
2024. In addition, with respect to Québec resident
subscribers who are eligible individuals under the Taxation
Act (Québec) (the "Québec Tax Act"), the Canadian
exploration expenses will also qualify for inclusion in the
"exploration base relating to certain Québec exploration expenses"
within the meaning of section 726.4.10 of the Québec Tax Act and
for inclusion in the "exploration base relating to certain Québec
surface mining expenses or oil and gas exploration expenses" within
the meaning of section 726.4.17.2 of the Québec Tax Act. If
the Qualifying Expenditures are reduced by the Canada Revenue
Agency, the Company will indemnify each FT Share subscriber for any
additional taxes payable by such subscriber as a result of the
Company's failure to renounce the Qualifying Expenditures as
agreed.
The Offering is expected to close on or about May 28, 2024, or such other date as the Company
and the Underwriter may agree and is subject to certain conditions
including, but not limited to, the receipt of all necessary
regulatory and other approvals including the conditional approval
of the TSX Venture Exchange.
Subject to compliance with applicable regulatory requirements
and in accordance with National Instrument 45-106 – Prospectus
Exemptions ("NI 45-106"), the FT Shares and HD Shares
will be offered for sale to purchasers resident in Canada and/or other qualifying jurisdictions
pursuant to the listed issuer financing exemption under Part 5A of
NI 45-106 (the "Listed Issuer Financing Exemption"). The
securities issued to Canadian resident subscribers in the Offering
will not be subject to a hold period pursuant to applicable
Canadian securities laws.
There is an offering document related to the Offering and the
use by the Company of the Listed Issuer Financing Exemption that
can be accessed under the Company's profile on SEDAR+ at
www.sedarplus.ca. Prospective investors should read this offering
document before making an investment decision.
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 unless registered under the
1933 Act and applicable state securities laws, or an exemption from
such registration requirements is available. "United States" and
"U.S. person" have the meaning ascribed to them in Regulation S
under the 1933 Act.
Neither 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.
Forward-Looking
Statements
This news release includes certain forward-looking statements
concerning the use of proceeds of the Offering, the tax treatment
of the FT Shares, the use of proceeds of the Offering, the timing
of the Qualifying Expenditures, the future performance of our
business, its operations and its financial performance and
condition, as well as management's objectives, strategies, beliefs
and intentions. Forward-looking statements are frequently
identified by such words as "may", "will", "plan", "expect",
"anticipate", "estimate", "intend" and similar words referring to
future events and results. Forward-looking statements are based on
the current opinions and expectations of management. All
forward-looking information is inherently uncertain and subject to
a variety of assumptions, risks and uncertainties, including the
speculative nature of mineral exploration and development,
fluctuating commodity prices, the future tax treatment of the FT
Shares, competitive risks and the availability of financing, as
described in more detail in our recent securities filings available
at under the Company's profile on SEDAR+ at www.sedarplus.ca.
Actual events or results may differ materially from those projected
in the forward-looking statements and we caution against placing
undue reliance thereon. We assume no obligation to revise or update
these forward-looking statements except as required by applicable
law.
SOURCE Northern Superior Resources Inc.