North American Tungsten Corporation Ltd.
TSX VENTURE : NTC

North American Tungsten Corporation Ltd.

August 04, 2009 07:30 ET

North American Tungsten Corporation Ltd. Completes Private Placement Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 4, 2009) -

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWS AGENCIES

NORTH AMERICAN TUNGSTEN CORPORATION LTD. (the "Company") (TSX VENTURE:NTC) announces that it has completed the CAD$6,000,000 private placement financing announced on July 24, 2009. The Company issued a total of 40,000,000 common shares ("Common Shares") at a price of CAD$0.15 per Common Share. The Common Shares issued pursuant to the private placement are subject to a hold period that expires on December 1, 2009 in accordance with applicable Canadian securities laws and the policies of the TSX Venture Exchange.

The proceeds of the private placement will be used to repay US$3,000,000 of convertible debentures and for working capital.

In addition, Mr. Ron Erickson, a director of the Company, today announced that he acquired 10,000,000 Common Shares in the private placement, representing approximately 5.9% of the issued and outstanding Common Shares. Including the Common Shares purchased in the private placement, Mr. Erickson now holds 18,120,600 Common Shares, representing approximately 10.7% of the issued and outstanding Common Shares.

Mr. Erickson is a minority shareholder in Queenwood Partners LLC ("Queenwood") and K/R/D Equity Investments LLC ("KRD"). Queenwood holds 16,475,670 Common Shares (including 15,325,670 Common Shares it acquired on the private placement), representing approximately 9.8% of the issued and outstanding Common Shares. KRD holds 2,440,400 Common Shares, representing approximately 1.4% of the issued and outstanding Common Shares.

Mr. Erickson does not control or direct either of Queenwood or KRD.

However, in the event that Queenwood is dissolved, wound-up or terminated (collectively, a "Queenwood Dissolution Event") in accordance with the Queenwood limited liability company agreement, dated January 28, 2008 (the "Queenwood LLC Agreement"), Mr. Erickson could receive up to an additional 5,354,593 Common Shares that are currently held by Queenwood, based on Queenwood's current ownership of Common Shares, Mr. Erickson's percentage interest of Queenwood and the Queenwood LLC Agreement, but subject to the rights of creditors of Queenwood in such circumstances. In the event that Mr. Erickson were to receive an additional 5,354,593 Common Shares following a Queenwood Dissolution Event in accordance with the foregoing, based on its current ownership of Common Shares, Mr. Erickson would at such time then hold 23,475,193 Common Shares, representing approximately 13.9% of the issued and outstanding Common Shares.

In the event that KRD is dissolved, wound-up or terminated (collectively, a "KRD Dissolution Event") in accordance with the KRD limited liability company agreement, dated January 12, 2007 (the "KRD LLC Agreement"), Mr. Erickson could receive up to an additional 815,094 Common Shares that are currently held by KRD, based on KRD's current ownership of Common Shares, Mr. Erickson's percentage interest of KRD and the KRD LLC Agreement, but subject to the rights of creditors of KRD in such circumstances. In the event that Mr. Erickson were to receive an additional 815,094 Common Shares following a KRD Dissolution Event in accordance with the foregoing (but assuming that a Queenwood Dissolution Event has not occurred), based on its current ownership of Common Shares, Mr. Erickson would at such time then hold 18,935,694 Common Shares, representing approximately 11.2% of the issued and outstanding Common Shares.

In the event that Mr. Erickson were to receive an additional 5,354,593 Common Shares following a Queenwood Dissolution Event and also receive an additional 815,094 Common Shares following a KRD Dissolution Event, in each case in accordance with the foregoing, based on its current ownership of Common Shares, Mr. Erickson would at such time then hold 24,290,287 Common Shares, representing approximately 14.4% of the issued and outstanding Common Shares.

Cautionary Note: The Company relies upon litigation protection for "forward-looking" statements.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

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.

Contact Information

  • North American Tungsten Corporation Ltd.
    Stephen M. Leahy
    Chairman & CEO
    (604) 684-5300
    info@natungsten.com
    or
    Ronald Erickson
    5123 Lake Ridge Road
    Edina, MN, USA 55436
    (952) 830-8804
    or
    North American Tungsten Corporation Ltd.
    Investor Contact
    +1.604.684.5300
    +1.604.684.2992 (FAX)
    info@natungsten.com
    www.natungsten.com