Northisle Announces Closing of $2 Million Private Placement with Cornerstone Investors


Vancouver, B.C. – Northisle Copper and Gold Inc. (TSX-V: NCX) (“Northisle” or the “Company”) is pleased to announce that it has closed its previously announced non-brokered private placement of 12,139,000 common shares in the capital of the Company (“Common Shares”) at a price of $0.165 per Common Share for gross proceeds of $2,002,935 (the “Private Placement”).

As previously announced in the Company’s news release dated February 27, 2023, three of the Company’s cornerstone investors, Donald K. Johnson, Michael Gentile, and Dale Corman, have participated in the Private Placement, with Donald K. Johnson increasing his position to approximately 9.97%, while Michael Gentile participated on a pro rata basis to maintain his approximate 9.98% partially diluted stake, and Dale Corman increased his position to 11.64% on a partially-diluted basis.

In addition to the three shareholders listed above, Sam Lee, President and CEO, participated in the Private Placement.

Dale Corman is a director of the Company and Sam Lee is a director and CEO of the Company (collectively, the “Interested Persons”). Collectively, the Interested Persons purchased an aggregate of 2,242,000 Common Shares under the Private Placement. The Interested Persons are each considered a “related party” of Northisle and the sale of Common Shares under the Private Placement to the Interested Persons accordingly constitutes a “related party transaction” within the meaning of MI 61-101. Following completion of the Private Placement, the Interested Persons hold an aggregate of 26,593,281 Common Shares on a non-diluted basis. The “related party” portion of the Private Placement was exempt from the minority approval requirement of Section 5.6 and the formal valuation requirement of Section 5.4 of MI 61-101 as neither the fair market value of the “related party” portion of the Private Placement, nor the fair market value of the consideration of the “related party” portion of the Private Placement, exceeded 25% of Northisle’s market capitalization.

The gross proceeds from the Private Placement will be used for development and exploration expenditures for the North Island Copper Gold Project (the “North Island Project”) as well as general corporate purposes.

The Common Shares issued pursuant to this Private Placement will be subject to a hold period expiring four months and one day from the date of issuance in accordance with applicable Canadian securities laws. The Private Placement is subject to final approval of the TSX Venture Exchange.

All dollars are Canadian unless otherwise noted.

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 news release.

This news release contains forward-looking statements. These forward-looking statements are based upon the reasonable beliefs of Northisle and its management as of the date of this news release; however, forward-looking statements involve risks and uncertainties and are based upon factors that may change and assumptions that may prove, with the passage of time, to be incorrect as a result of exploration and other risk factors associated with mineral exploration and development that are beyond the control of Northisle. Accordingly, undue reliance should not be placed upon such statements. If factors materially change or assumptions are materially incorrect, the actual results, performance or achievements of Northisle may be materially different from any future results, performances or achievements expressed or implied by such forward-looking statements. Northisle does not undertake any obligation to update or revise any forward-looking statements to reflect new information, future events or otherwise, except as required by applicable law.