Vancouver, British Columbia – July 19, 2021 – Norrland Gold Corp. (“Norrland” or the “Company”), is pleased to announce that it has completed its Qualifying Transaction with Horizon Gold Ltd. (“Horizon”). The Company has changed its name from “PKS Capital Corp.” to “Norrland Gold Corp.” The Company previously traded on the TSX Venture Exchange (the “Exchange”) as a Capital Pool Company under the symbol “PKSP” and will commence trading under the symbol “NORR” on July 21, 2021.
The Company acquired from Horizon’s shareholders 100% of the issued and outstanding common shares of Hori- zon in consideration for the issuance of common shares of the Company. An aggregate of 20,600,000 common shares of the Company have been issued to the former Horizon shareholders. These common shares are subject to escrow in accordance with a Tier 2 Surplus Security escrow agreement. In connection with the closing of the Qual- ifying Transaction, 300,000 common shares of the Company were issued to one finder. The finder acted at arm’s length to the Company.
Concurrent Financing
The Company has completed the non-brokered private placement of 7,000,000 units of the Company (the “Units“) at $0.25 per Unit for gross proceeds of $1,750,000. Each Unit consists of one common share and one-half of one share purchase warrant. Each full warrant is exercisable to purchase one common share at a price of $0.40 for a period of 18 months from the date of issuance.
Following the closing of the transaction and the financing, the Company has 34,150,000 common shares issued and outstanding.
Finder’s fees of $122,500 were paid in cash and 490,000 finder’s warrants (the “Finder’s Warrants“) were issued in connection with the private placement to a registered finder. Each Finder’s Warrant is non-transferrable and is exercisable to purchase one common share at a price of $0.25 for a period of two years from the date of issuance.
All the securities issued in the private placement, including the Finder’s Warrants, and any resulting shares issued upon the exercise of any warrants, are subject to a hold period expiring on November 20, 2021.
Net proceeds from the private placement will be utilized to fund the Company’s business, as further described in the Company’s Filing Statement dated July 6, 2021 (the “Filing Statement”) and filed on the Company’s SEDAR profile.
AGM Matters and Adoption of New CPC Rules
The Company also announces that all matters submitted to shareholders for approval, as set out in detail in the Company’s management information circular (the “Circular”) dated May 10, 2021, were approved at the annual general and special meeting of shareholders of the Company held on June 16, 2021 (the “Meeting”).
Among other things, and in accordance with the new CPC Policy 2.4, disinterested shareholders of the Company voted in favor of: (i) certain amendments to the Company’s stock option plan; (ii) the removal of consequences associated with failing to complete a Qualifying Transaction (as defined in the New CPC Policy) within 24 months of the Company’s listing date; and (iii) certain amendments to the Company’s CPC escrow agreement, all as more particularly set forth in the Circular (collectively, the “Disinterested Shareholder Resolutions”). Approval of the Disinterested Shareholder Resolutions was sought in order for the Company to align certain of its policies with the
New CPC Policy. Each of the Disinterested Shareholder Resolutions was approved by the Company’s disinterested shareholders. The directors and officers of the Company were excluded from voting on the Disinterested Shareholder Resolutions. 1,450,000 shares in total were being excluded from voting on the Disinterested Shareholder Resolu- tions.
Please refer to the Circular for further details with respect to the amendments associated with the new CPC Policy
2.4 approved by the Company’s disinterested shareholders.
About Norrland Gold Corp.
Norrland Gold Corp. is a precious metals exploration company that is focused on gold discovery in mineral-rich Sweden.
Norrland owns 100 per cent of the Vittantrasket No. 1 tenement (No. 2019000975), located in the municipality of Lycksele in the county of VasterbottensIan in Sweden, covering 3,724.17 hectares and the related Vittantrasket No. 1 exploration permit.
The property is located in northern Sweden, approximately 90 kilometres to the northwest of the provincial capital town of Umea in the southern part of the Gold-line metallogenetic district of Sweden. The exploration permit covers a significant gold anomaly, based on gold in glacial till anomaly maps published by the Swedish Geological Survey (SGU) from samples gathered during the 1980s. While the property area has been partially covered by previous exploration permits in the past, it appears that none of the companies holding these previous exploration permits carried out any exploration work within the property. Several gold mines and gold and base metal deposits have been discovered within the area (called Gold-line) on the basis of a districtwide gold-in-till anomaly discovered during the 1980s. The property is located in the southern part of the Gold-line area.
The property is an early-stage gold exploration project, based primarily on geochemical anomaly studies published by the Swedish Geological Survey. A number of gold and base metal deposits and mines are known to exist within the Gold-line metallogenic district and bear a strong relationship to the overlying gold-in-till anomalies in their area.
The property is subject to a 1-per-cent net smelter return (NSR) royalty in favour of Goldore upon the property reaching commercial production. Further to the underlying agreement, the Company will have the option of buying out the royalty for $4-million (U.S.) at any time.
Anders West, CEO and Director and a Qualified Person as defined under National Instrument 43-101, has reviewed and approved the technical content of this release.
A National Instrument 43-101 technical report on the property has been filed on the Company’s SEDAR profile, which along with the Filing Statement provide further information about the property.
ON BEHALF OF THE BOARD of DIRECTORS
NORRLAND GOLD CORP.
Anders West
Chief Executive Officer and Director
For further information please contact:
Investor Relations Satnam Brar
Tel: 604-684-2181
Cautionary Note Regarding Forward-Looking Statements
This news release contains certain statements that may be deemed “forward-looking statements.” Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words
“expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expres- sions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. 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 realities may differ materially from those inforward looking statements. Forward looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. Except as required by law, the Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs,esti- mates or opinions, or other factors, should change.
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 press release.