Nitinat Minerals Corporation

November 03, 2009 12:39 ET

Nitinat Mineral Corporation Announces Closing of Initial Public Offering

TORONTO, ONTARIO--(Marketwire - Nov. 3, 2009) - Nitinat Mineral Corporation (the "Company") is pleased to announce that it has completed its initial public offering (the "Offering") through its agent, First Canada Capital Partners Inc. ("First Canada") of 4,950,200 units at the price of $0.40 per unit and of 75,500 flow-through shares at the price of $0.60 per flow-through share, for total gross proceeds of $2,025,380. Each unit is comprised of one common share of the Company and one-half of one Series A common share purchase warrant (a "Series A Warrant"). Each whole Series A Warrant will entitle the holder to purchase one additional common share of the Company at $0.60 per share until November 2, 2010.

Contemporaneously with the closing of the Offering, a total of 13,367,904 outstanding special warrants (the "Inspiration Special Warrants") previously issued to Inspiration Mining Corporation ("Inspiration") on December 1, 2007 were converted automatically without further consideration into 13,367,904 common shares of the Company. These shares have been placed in escrow pursuant to an escrow agreement between Inspiration, Olympia Transfer Services Inc. ("Olympia") and the Company dated the date hereof. The escrowed shares will be released on November 2, 2010, however, if Inspiration has not distributed the escrowed shares to its own shareholders as stock dividend at that time, the escrowed shares will be deposited to the April 2009 Escrow Agreement (as defined below) and will be subject to the same escrow conditions as other escrowed securities governed under the April 2009 Escrow Agreement.

On April 29, 2009, 3,101,427 outstanding series B special warrants (the "Series B Special Warrants") were converted automatically without further consideration into 3,101,427 common shares and 3,101,427 series B common share purchase warrants (the "Series B Warrants"). Also on April 29, 2009, 250,625 common shares and 250,625 Series B Warrants were issued pursuant to various debt conversion agreements to settle debt in aggregate amount of $87,719. Each Series B Warrant entitles the holder thereof to purchase one common share of the Company at a price of $0.50 per share for a period of 24 months from the issue date of the Series B Warrants, or on the 10th day after notice is given by the Company that the closing prices for the common shares of the Company on the TSX Venture Exchange (the "TSXV") have been greater than $0.80 per share for a period of 20 consecutive trading days, whichever is earlier.

On April 28, 2009, the Company entered into an escrow agreement with Olympia and certain shareholders and warrantholders of the Company (the "April 2009 Escrow Agreement"). A total of 3,277,695 common shares and 127,695 Series B Warrants were placed in escrow under the April 2009 Escrow Agreement. The shares and Series B Warrants governed under the April 2009 Escrow Agreement will be released on a staged release schedule over a 36 month period.

The Series A Warrants and the Series B Warrants are governed under a warrant indenture dated April 28, 2009 between the Company and Olympia.

As consideration for its role as the agent, the Company granted to First Canada and subagents non-transferable options to purchase up to 304,542 units of the Company at a price of $0.40 per unit for a period of 12 months until November 2, 2010. Each unit will be comprised of one common share and one-half of one Series A Warrant. In addition, First Canada received a cash commission equal to 6% of the gross proceeds of the Offering, as well as reimbursement of legal and other expenses.

The Company has received conditional acceptance to be listed as a tier 2 resource company on the TSXV. The common shares of the Company are expected to commence trading on the TSXV at the opening of markets on or about November 9, 2009 under the trading symbol "NZZ".

As a result of the closing of the Offering, the Company now has 26,695,656 common shares issued and outstanding (16,645,599 of which are subject to escrow restrictions), 2,475,100 reserved for issuance upon the exercise of Series A Warrants, 3,352,052 reserved for issuance upon the exercise of Series B Warrants (127,695 of which are subject to escrow restrictions), 452,313 reserved for issuance upon the exercise of broker options granted to First Canada and sub-agents and Series A warrants underlying the broker options, and 1,450,000 common shares reserved for issuance upon the exercise of stock options.

The Company's board of directors and management team is comprised of the following individuals: Wayne Isaacs (President and Director), Marc Branson (Director), Vernon Briggs (Director), Carmelo Marrelli (Chief Financial Officer) and Herbert Brugh (Secretary).

Proceeds from the sale of flow-through shares will be used by the Company to incur Canadian Exploration Expenses (as defined in the Income Tax Act (Canada)) on the Company's Jasper property on Vancouver Island, British Columbia. Net proceeds from the sale of the units as well as net proceeds from the Series B Special Warrants will be used for the exploration of the Company's Jasper property as set out in the amended and restated prospectus dated September 4, 2009 and for general working capital purposes.

THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Contact Information

  • Nitinat Mineral Corporation
    Wayne Isaacs
    President, Director
    (416) 363-3582