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Cision Canada
15 hours ago
- Business
- Cision Canada
NORTHCLIFF ANNOUNCES NON-BROKERED PRIVATE PLACEMENT FINANCING
VANCOUVER, BC, June 19, 2025 /CNW/ - Northcliff Resources Ltd. ("Northcliff" or the "Company") (TSX: NCF) announces that it has arranged a non-brokered private placement (the "Private Placement") of 19,842,128 common shares of the Company ("Common Shares") at a price of C$0.06 per Common Share (based on the five day VWAP of the Common Shares for the five trading days ended May 29, 2025) for gross proceeds of C$1,190,527.68. The Common Shares issued are subject to applicable resale restrictions, including a hold period of four months and one day from the closing of the Private Placement under Canadian securities rules. The Private Placement is subject to customary closing conditions including final Toronto Stock Exchange approval. Proceeds of the Private Placement will be used to fund the Company's share of expenditures related to the Sisson Project and for working capital and general corporate purposes. Todd Sisson (NZ) Limited ("Todd"), a subsidiary of the Todd Corporation and a shareholder that holds in excess of 10% of the issued and outstanding Common Shares, will subscribe for 16,157,166 Common Shares under the Private Placement. Andrew Ing, a director and officer of the Company, will subscribe for 323,242 Common Shares under the Private Placement and Scott Cousens, a director of the Company, will subscribe for 1,292,970 Common Shares under the Private Placement. Additionally, Barb Thomas, the spouse of Trevor Thomas, an officer of the Company, will subscribe for 77,578 Common Shares under the Private Placement. Each of Todd, Andrew Ing, Scott Cousens and Barb Thomas are considered to be "insiders" by the Toronto Stock Exchange. The participation by each of Todd, Andrew Ing and Scott Cousens constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying upon the exemptions from the formal valuation and minority shareholder approval requirements pursuant to sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101 on the basis that neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction insofar as it involves interested parties (within the meaning of MI 61-101) in the Private Placement exceeds 25% of the Company's market capitalization calculated in accordance with MI 61-101. As the terms of the Private Placement, including insider participation, were only recently finalized, the Company will file a material change report less than 21 days before the expected closing of the Private Placement. The Company believes this shorter period is reasonable in the circumstances in order to complete the Private Placement in a timely and efficient manner. Upon closing of the Private Placement, Todd shall exercise its right to nominate a second director, Mr. Evan Davies, to the Company's Board of Directors. Mr. Davies has been a senior executive at Todd since 2008 and has been Group CEO since early 2023. He has significant commercial and management experience across a range of industries. Before joining Todd as Managing Director of Todd Property, he was the initial Managing Director of SkyCity Entertainment Group, growing the company from a single site to having business operations throughout New Zealand, South Australia and the Northern Territory with an enterprise value of NZ$3 billion and more than 6,000 staff. He also has business interests in farming and viticulture and is involved with several charitable and public sector enterprises. Mr. Davies holds a Bachelor of Town Planning from the University of Auckland, a Master of Science in Tourism Management from the University of Surrey and a Master of Philosophy in Urban and Regional Planning from the University of Birmingham. Northcliff Chairman, President and CEO Andrew Ing said "On behalf of the Northcliff Board of Directors, I would like to welcome Evan Davies to the Board and look forward to the benefit of his business expertise and strategic advice as we progress the Sisson Critical Minerals Project." About Northcliff Resources Ltd. Northcliff is a mineral resource company focused on advancing the Sisson Tungsten-Molybdenum Project located in New Brunswick, Canada, to production. Additional information on Northcliff is available on the website at Investor services can be reached at (604) 684-6365 or within North America at 1-800-667-2114. On behalf of the Board of Directors Andrew Ing Chairman, President & CEO This release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address the proposed Private Placement, or other events that the Company expects, are forward looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. For more information on the Company, investors should review the Company's continuous disclosure filings that are available at
Cision Canada
28-05-2025
- Business
- Cision Canada
GreenPower Announces Second Tranche of Term Loan
VANCOUVER, BC, May 27, 2025 /CNW/ -- GreenPower Motor Company Inc. (Nasdaq: GP) (TSXV: GPV) ("GreenPower" and the "Company"), a leading manufacturer and distributor of all-electric, purpose-built, zero-emission medium and heavy-duty vehicles serving the cargo and delivery market, shuttle and transit space and school bus sector, announces the second tranche of its previously announced secured term loan offering for an aggregate principal amount of U.S. $500,000 (collectively, the " Loans"). Please refer to the Company's news release dated May 13, 2025 for more details regarding the term loan offering. The Company anticipates closing the second tranche of U.S. $500,000 from companies associated with the CEO and a Director of the Company (together, the " Lenders"). Management anticipates that the Company will allocate the net proceeds from the Loans towards production costs, supplier payments, payroll and working capital. As an inducement for the Loans, the Company will issue non-transferable share purchase warrants (each, a " Loan Bonus Warrant") to one of the Lenders, with the number of Loan Bonus Warrants to be determined by the principal amount of the applicable Loan divided by the Market Price (as such term is defined in the Policies of the TSX Venture Exchange)(the " Market Price"). Each Loan Bonus Warrant will entitle the holder to purchase one common share of the Company (each, a " Share") at an exercise price equal to the Market Price of the Shares on the closing date for a period of twenty-four (24) months. In addition, two Lenders will be issued Shares (each a " Loan Bonus Share"), with the number of Loan Bonus Shares to be determined by taking 20% of principal amount of the applicable Loans divided by the Market Price. The Lenders are each considered to be a "related party" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (" MI 61-101") and each of the Loans and issuance of Loan Bonus Warrants and Loan Bonus Shares, as applicable, is considered to be a "related party transaction" within the meaning of MI 61-101 but each is exempt from the formal valuation requirement and minority approval requirements of MI 61-101 by virtue of the exemptions contained in section 5.5(a) and 5.7(a) as the fair market value, in each case, of the Loans, the Loan Bonus Warrants and the Loan Bonus Shares, as applicable, is not more than 25% of the Company's market capitalization. All securities issued in connection with the Loans will be subject to a statutory hold period of four months plus a day from the closing of the Initial Loan in accordance with applicable securities legislation. For further information contact: Fraser Atkinson, CEO (604) 220-8048 Brendan Riley, President (510) 910-3377 Michael Sieffert, CFO (604) 563-4144 About GreenPower Motor Company Inc. GreenPower designs, builds and distributes a full suite of high-floor and low-floor all-electric medium and heavy-duty vehicles, including transit buses, school buses, shuttles, cargo van and a cab and chassis. GreenPower employs a clean-sheet design to manufacture all-electric vehicles that are purpose built to be battery powered with zero emissions while integrating global suppliers for key components. This OEM platform allows GreenPower to meet the specifications of various operators while providing standard parts for ease of maintenance and accessibility for warranty requirements. GreenPower was founded in Vancouver, Canada with primary operational facilities in southern California. Listed on the Toronto exchange since November 2015, GreenPower completed its U.S. IPO and NASDAQ listing in August 2020. For further information go to Forward-Looking Statements This news release includes certain "forward-looking statements" under applicable Canadian securities legislation that are not historical facts. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as "upon", "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Forward-looking statements in this news release include, but are not limited to, statements with respect to the expectations of management regarding the use of proceeds of the Loan. Although the Company believes that and the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements including that the proceeds of the Loan may not be used as stated in this news release, and those additional risks set out in the Company's public documents filed on SEDAR+ at and with the United States Securities and Exchange Commission filed on EDGAR at Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. Neither the 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. ©2025 GreenPower Motor Company Inc. All rights reserved.
Cision Canada
20-05-2025
- Business
- Cision Canada
Mountain Province Diamonds Announces Voting Results from 2025 Annual and Special Meeting of Shareholders
TSX and OTC: MPVD TORONTO and NEW YORK, May 20, 2025 /CNW/ - Mountain Province Diamonds Inc. (" Mountain Province" or the " Company") (TSX and OTC: MPVD) is pleased to announce the results of voting by the shareholders of the Company during the virtual 2025 annual and special meeting of Mountain Province's shareholders (the " Meeting"). A total of 110,077,023 common shares were voted at the Meeting representing 51.92% of the issued and outstanding common shares. The Company received the required shareholder approval under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (" MI 61-101") and under the TSX Company Manual (the " Manual") for the previously announced CAD$33 million working capital facility (the " WCF") with Dunebridge Worldwide Ltd. (" Dunebridge"). Mr. Dermot Desmond, through Vertigol Unlimited Company (" Vertigol"), is the ultimate beneficial holder of 75,446,071 common shares of the Company (the " Vertigol Shares"), representing over 35% of the Company's issued and outstanding shares, and on that basis, a "related party" of the Company under MI 61-101. Dunebridge is also ultimately beneficially owned by Mr. Desmond, and, as an affiliate of Vertigol under Mr. Desmond's common control, a "related party" of the Company under MI 61-101. Accordingly, for the purposes of the shareholder approval of the WCF under MI 61-101, the Vertigol Shares were excluded from the vote. Similarly, the 217,375 common shares registered to Mr. Jonathan Comerford, also a related party of Dunebridge, and accordingly, the Company, under MI 61-101, were excluded from the vote on the WCF in accordance with MI 61-101. For the purposes of the vote on the WCF under the Manual, the Vertigol Shares were excluded from the vote on the WCF in accordance with the Manual on the basis that Vertigol, as a control person of the company, and its affiliates, which includes Dunebridge, is an insider of the company. The definitive terms of the WCF are incorporated into an amended and restated bridge credit facility agreement dated May 13, 2025 (the " A&R Bridge Facility Agreement") with Dunebridge Worldwide Ltd., (" Dunebridge") as administrative agent, security trustee and lender thereunder Having received shareholder approval at the Meeting in respect of the WCF, the Company has drawn down on the balance of the WCF and will use the WCF on a revolving basis in accordance with its terms. Shareholders also elected the following directors to hold office until the next annual meeting of shareholders as detailed in the table below: KPMG was also re-appointed as auditor of the Corporation, with remuneration to be fixed by the directors. About Mountain Province Diamonds Inc. Mountain Province is a 49% participant with De Beers in the GK Mine located in Canada's Northwest Territories. The Gahcho Kué joint venture property consists of several kimberlites that are actively being mined, developed, and explored for future development. The Company also controls more than 96,000 hectares of highly prospective mineral claims and leases surrounding the GK Mine that include an indicated mineral resource for the Kelvin kimberlite and inferred mineral resources for the Faraday kimberlites. For further information on Mountain Province Diamonds and to receive news releases by email, visit the Company's website at SOURCE Mountain Province Diamonds Inc.
Yahoo
16-05-2025
- Business
- Yahoo
Storm Exploration Completes Debt Settlement
VANCOUVER, BC / / May 16, 2025 / Storm Exploration Inc. (TSXV:STRM) (the "Company") today announced that further to its news release dated April 17, 2025, it has settled an aggregate of $351,987 in outstanding debt (the "Debt Settlement") which included accrued management fees owing to a company controlled by a director and officer of the Company, and accrued management fees to an officer of the Company. In connection with the Debt Settlement, the Company issued an aggregate of 7,039,742 common shares (the "Shares") of the Company at a price of $0.05 per Share. All securities issued in connection with the Debt Settlement are subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation. The portion of the Debt Settlement with the insider creditors of the Company (being a total of $81,500) constitute related party transactions for the purposes of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"), but the Company is relying on the exemption from the formal valuation requirement in MI 61-101 provided under section 5.5(b) of MI 61-101 on the basis that the Company's shares are not listed on any of the specified markets listed in MI 61-101. The debt settlement with insiders are also exempt from the majority of the minority approval requirement in MI 61-101 under section 5.7(1)(b) of MI 61-101 on the basis that the fair market value of the insiders' debt settlement is less than $2.5 million and the debt settlement with insiders were approved by all of the independent directors of the Company. About Storm Exploration Inc. Storm Exploration Inc. is a Canadian mineral exploration company focused on the discovery and development of economic precious and base metal deposits on four district-scale projects in northwest Ontario: Miminiska, Keezhik, Attwood and Gold Standard. For further information, please contact: Storm Exploration Inc. +1 (604) 506-2804bcounts@ Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has reviewed or accepts responsibility for the adequacy or accuracy of this release. Forward Looking Information This news release may contain certain "forward looking statements". Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Any forward-looking statement speaks only as of the date of this news release and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. SOURCE: Storm Exploration Inc. View the original press release on ACCESS Newswire Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Yahoo
16-05-2025
- Automotive
- Yahoo
GreenPower Closes First Tranche of Term Loan Offering
VANCOUVER, BC, May 15, 2025 /PRNewswire/ -- GreenPower Motor Company Inc. (Nasdaq: GP) (TSXV: GPV) ("GreenPower" and the "Company"), a leading manufacturer and distributor of all-electric, purpose-built, zero-emission medium and heavy-duty vehicles serving the cargo and delivery market, shuttle and transit space and school bus sector, announces the closing of the first tranche of its previously announced secured term loan offering for an aggregate principal amount of U.S. $500,000 (the "Initial Loan"). Please refer to the Company's news release dated May 13, 2025 for more details regarding the term loan offering. In connection with the Loan, the Company entered into respective loan agreements with companies controlled by the CEO and a Director of the Company (the "Initial Lenders"). Management anticipates that the Company will allocate the net proceeds from the Initial Loan towards production costs, supplier payments, payroll and working capital. The Initial Loan is secured with a general security agreement on the assets of the Company subordinated to all senior debt with financial and other institutions and will bear interest of 12% per annum commencing on the date of advance (the "Advance Date") to and including the date all of the Company's indebtedness pursuant to the Initial Loan is paid in full. The term of the Initial Loan will be two years from the Advance Date. As an inducement for the Loan, the Company issued 1,086,956 non-transferable share purchase warrants (each, a "Loan Bonus Warrant") to each Initial Lender. Each Loan Bonus Warrant entitles the holder to purchase one common share of the Company (each, a "Share") at an exercise price of U.S. $0.46 per Share for a period of twenty-four (24) months from the closing date of the Initial Loan. The Initial Lenders are each considered to be a "related party" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") and the Initial Loan and issuance of Loan Bonus Warrants is considered to be a "related party transaction" within the meaning of MI 61-101 but each is exempt from the formal valuation requirement and minority approval requirements of MI 61-101 by virtue of the exemptions contained in section 5.5(a) and 5.7(a) as the fair market value of the Initial Loan and Loan Bonus Warrants is not more than 25% of the Company's market capitalization. All securities issued in connection with the Initial Loan will be subject to a statutory hold period of four months plus a day from the closing of the Initial Loan in accordance with applicable securities legislation. For further information contact: Fraser Atkinson, CEO(604) 220-8048 Brendan Riley, President(510) 910-3377 Michael Sieffert, CFO(604) 563-4144 About GreenPower Motor Company designs, builds and distributes a full suite of high-floor and low-floor all-electric medium and heavy-duty vehicles, including transit buses, school buses, shuttles, cargo van and a cab and chassis. GreenPower employs a clean-sheet design to manufacture all-electric vehicles that are purpose built to be battery powered with zero emissions while integrating global suppliers for key components. This OEM platform allows GreenPower to meet the specifications of various operators while providing standard parts for ease of maintenance and accessibility for warranty requirements. GreenPower was founded in Vancouver, Canada with primary operational facilities in southern California. Listed on the Toronto exchange since November 2015, GreenPower completed its U.S. IPO and NASDAQ listing in August 2020. For further information go to Forward-Looking Statements This news release includes certain "forward-looking statements" under applicable Canadian securities legislation that are not historical facts. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as "upon", "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Forward-looking statements in this news release include, but are not limited to, statements with respect to the expectations of management regarding the use of proceeds of the Loan. Although the Company believes that and the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements including that the proceeds of the Loan may not be used as stated in this news release, and those additional risks set out in the Company's public documents filed on SEDAR+ at and with the United States Securities and Exchange Commission filed on EDGAR at Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. Neither the 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. ©2025 GreenPower Motor Company Inc. All rights reserved. View original content to download multimedia: SOURCE GreenPower Motor Company Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
