North Shore closes financing, signs option agreement
Executive Summary
- North Shore Uranium closed a $1.4 million non‑brokered private placement, issuing 24,055,000 NFT units at $0.05 and 3,034,922 FT units at $0.065 per unit.
- The company entered into a definitive option agreement with Resurrection Mining LLC to acquire up to 87.5 % of the Rio Puerco uranium project in New Mexico, satisfying the first financing milestone.
- Net proceeds will fund the Rio Puerco transaction, exploration of both the New Mexico and Saskatchewan assets, offering costs, and general working capital.
Key Details
- Private Placement:
- 24,055,000 NFT units @ $0.05 each; 3,034,922 FT units @ $0.065 each.
- Gross proceeds: $1,400,020.
- Each NFT unit = 1 non‑flow‑through common share + ½ share purchase warrant.
- Each FT unit = 1 flow‑through common share + ½ share purchase warrant.
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Warrants allow purchase of a common share at $0.10 for two years from closing.
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Use of Proceeds:
- Complete Rio Puerco option transaction.
- Exploration of Rio Puerco and existing Saskatchewan properties.
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Offering expenses and general working capital.
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Finder’s Fees & Warrants:
- Cash finders’ fees paid: $13,500.
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228,462 non‑transferable finder warrants issued (exercisable at $0.10 for two years).
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Insider Participation:
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CEO Brooke Clements, Director James Arthur, and Director Doris Meyer purchased units; participation did not exceed 25 % of market cap, so no formal valuation or minority approval required.
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Rio Puerco Option Agreement (with Resurrection Mining LLC):
- Initial cash payment: $125,000.
- Issuance of 7,483,000 common shares at a deemed $0.05 per share → Resurrection holds 9.99 % post‑offering.
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Shares issued carry a two‑year trading restriction.
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Milestone Structure:
- Milestone 2 (40 % interest): Within 18 months, cash or shares of $250,000 + $750,000 exploration spend.
- Milestone 3 (65 % interest): Within 36 months, cash or shares of $375,000 + $1 M exploration spend.
- Milestone 4 (87.5 % interest): Within 60 months, cash or shares of $500,000 + $1.5 M exploration spend.
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After achieving 40 % interest, North Shore may shift to a joint‑venture financing model with Resurrection.
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Carried Interest & Bonus Payments:
- Upon Milestone 4 completion, Resurrection receives a 12.5 % free‑carried interest; North Shore retains right of first refusal.
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Bonus: $100,000 (or equivalent shares) per million pounds of uranium in resources above 5 M lb and up to 20 M lb, payable over 78 months post‑transaction.
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Governance Rights:
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Resurrection may maintain its 9.99 % shareholding for five years and appoint one nominee to North Shore’s board (non‑obligatory).
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Regulatory Notes:
- All issuances subject to Canadian and U.S. securities laws, TSX Venture Exchange approval, and a four‑month‑plus‑one‑day hold period.
Notable Quotes
“This is a very exciting milestone for North Shore… the Rio Puerco project … offers us exposure to a uranium project in the USA with excellent upside…” – Brooke Clements, President & CEO.