Norsemont Mining Inc. (CSE: NOM, OTC: NRRSF, FWB: LXZ1) (“Norsemont” or the “Company”) is pleased to announce that it is undertaking a non-brokered private placement of unsecured convertible debenture units of the Company (each, a “Convertible Debenture Unit”) for aggregate gross proceeds of CAD$10 million with an over-allotment option of up to 30% of the Offering (the “Offering”). Each Convertible Debenture Unit will consist of one convertible debenture with a principal amount of $1,000 per debenture (each, a “Convertible Debenture”), with each Convertible Debenture and all accrued and unpaid interest thereon being convertible into common shares of the Company (each, a “Conversion Share”) at a conversion price of CAD$0.86 per Conversion Share (the “Conversion Price”) and 802 transferable common share purchase warrants (each, a “Warrant”), with each Warrant entitling the holder thereof to purchase 802 common shares of the Company. “Conversion Share”) at a conversion price of 0.86 CAD per Conversion Share (the “Conversion Price”) and 802 transferable common share purchase warrants (each, a “Warrant”), with each Warrant entitling its holder to purchase one common share (a “Warrant Share”) at a price of 1.00 CAD per Warrant Share for a period of three years from the closing date of the Offering (the “Closing Date”), subject to acceleration rights for both the Convertible Debentures and the Warrants.
The Convertible Debentures will bear interest at a rate of 5.25% per annum and will have a term of three years from the Closing Date (the “Maturity Date”). In addition, the Convertible Debentures include a gold purchase right, whereby upon commencement of commercial production and for a period of one year from commercial production, the subscriber may purchase gold from the Company at a fixed price of US$3,000 per ounce up to the amount of the subscriber’s subscription.
The Company anticipates that the financing will close on December 17, 2025, subject to the standard five-day announcement period required by the Canadian Securities Exchange (the “Exchange”).
At any time after the date that is four months and one day following the Closing Date, if the closing price of the common shares of the Company (each, a “Common Share”) on the Exchange is greater than 3.00 CAD per Common Share for a minimum of ten consecutive trading days during such period, the Company may provide notice in the form of a public press release (the “Mandatory Conversion of Debentures Notice”) to the holders to automatically convert the Convertible Debentures, together with all accrued and unpaid interest thereon, into Common Shares on the date that is 10 days following the date of the Mandatory Conversion of Debentures Notice (the “Mandatory Conversion Date”). All Convertible Debentures and the accrued but unpaid interest thereon will automatically convert into Common Shares at the Conversion Price on the Mandatory Conversion Date.
In the event that the Common Shares close on the Exchange at a price of at least 1.75 CAD per Common Share for a period of ten consecutive trading days after the date that is four months and one day following the Closing Date, the Company may accelerate the expiry date of the Warrants by providing notice to the holders of such Warrants by way of a public press release. In such case, the Warrants will expire on the tenth business day following the date of such notice.
All securities issued in connection with the Offering will be subject to a statutory hold period of four months and one day.
The proceeds from the Offering are expected to be used for general working capital purposes, as well as mineral exploration and advancement of the Company’s Choquelimpie gold-silver-copper project.
Marc Levy, CEO of Norsemont, stated, “With this planned financing and upon its closing, we anticipate being well-positioned to advance next year’s drill program and complete our planned preliminary economic assessment of the deposit. Importantly, our long-term European and offshore strategic investors have indicated their intention to continue to support the Company with capital going forward.”
This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities offered 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, or for the account or benefit of, 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
NORSEMONT MINING INC.
Marc Levy
CEO and Chairman
About Norsemont Mining Inc.
Norsemont’s team is comprised of experienced natural resource professionals focused on growing shareholder value and developing the flagship project to feasibility. The Project has a mineral resource estimate of 1,731,000 ounces of gold and 33,233,000 ounces of silver in the Indicated category and 446,000 ounces of gold and 7,219,000 ounces of silver in the Inferred category for its Choquelimpie gold-silver-copper project. Norsemont Mining owns a 100-per-cent interest in the Choquelimpie gold-silver-copper project in northern Chile, a past producing gold and silver mine with exploration upside. Choquelimpie has over 1,710 drill holes and significant existing infrastructure, including roads, power, water, camp and a 3,000 tonne per day mill. Norsemont is committed to responsible and sustainable resource development and employs modern exploration practices to unlock further value for all stakeholders.
For further information, please contact the Company at:
psearle@norsemont.com
Investor Relations: Paul Searle (778) 240-7724
Follow Norsemont Mining:
Twitter: @norsemont
Forward-Looking Statements
Cautionary Note Regarding Forward-Looking Statements: This news release contains certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and statements, referred to herein as “forward-looking statements”, are not historical facts, are made as of the date of this news release and include without limitation, statements regarding the closing of the Offering, the use of proceeds from the Offering, future plans with respect to advancement of the Company’s project and the anticipated closing of the Offering.
These forward-looking statements involve numerous risks and uncertainties, and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things, that the Company does not receive sufficient investor interest to complete the Offering, that the Company fails to obtain the required regulatory approvals for the Offering and risks related to the Offering that may negatively impact the capital markets, the mining industry and investor support. In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will obtain the required regulatory approvals and market interest to complete the Offering on the terms outlined herein.
Although management has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.
