Vancouver, British Columbia--(Newsfile Corp. - August 20, 2024) - Nevada Organic Phosphate Inc. (CSE: NOP) ("NOP" or the "Company), a B.C. based company engaged in the exploration, in Nevada, for organic, sedimentary raw rock phosphate, is pleased to announce that, further to its news releases dated March 18, 2024, June 6, 2024 and July 23, 2024, it has closed the fourth tranche of its previously announced non-brokered private placement (the "Offering") for gross aggregate proceeds of $75,000 (the "Fourth Tranche") through the issuance of 1,500,000 units of the Company (each, a "Unit") at a price of $0.05 per Unit.
Each Unit consists of one common share in the capital of the Company (each, a "Share") and one Share purchase warrant (each, a "Warrant"), with each Warrant entitling the holder thereof to purchase one additional Share (each, a "Warrant Share") at a price of $0.10 per Warrant Share for a period of sixty months following the date of issuance.
The aggregate proceeds of the Fourth Tranche are anticipated to be used for advancement of the Company's Murdock Property and for general working capital. No fees were paid in connection with closing of the Fourth Tranche.
All securities issued in connection with the Fourth Tranche are subject to a statutory hold period expiring four months and one day after the date of issuance, as set out in National Instrument 45‐102 - Resale of Securities. The Offering remains subject to regulatory approval and the approval of the Canadian Securities Exchange ("CSE").
None of the securities sold in connection with the Fourth Tranche have been and will not be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful.
Compensation Share Issuance
The Company also announces that it has issued 2,000,000 common shares of the Company as bonus compensation (the "Compensation Shares") to Robin Dow, CEO and Garry Smith, P. Geo.. The Compensation Shares are being issued equally, at a deemed price of $0.05 per share, in accordance with policies of the Canadian Securities Exchange.
The shares are being issued to Mr. Dow as compensation for the 12 years he has worked for no compensation, to March of 2023. The shares to Mr. Smith are in recognition of the outstanding work he has done in the last year to expand the land package from one to four leases, and for the detailed definition of the geological opportunity at Murdock Mountain. All Compensation Shares issued are subject to a four (4) month and a day hold period.
The issuance of the Compensation Shares constitutes a "related party transaction" as this term is defined in Multilateral Instrument 61-101: Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The issuance of the Shares was exempt from the valuation requirement of MI 61-101 by the virtue of the exemption contained in section 5.5(b) as the Company's Shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in Section 5.7(1)(a) as the value of the Shares issued did not exceed 25% of the Company's market capitalization. The Company did not file a material change report more than 21 days before the expected closing of the Compensation Shares transaction as the details and amounts of the bonuses were not finalized until closer to the closing and the Company wished to close the transaction as soon as practicable, which the Company deems reasonable.
Nevada Organic Phosphate Inc.
NOP is a junior exploration company with a sedimentary rock phosphate property (the "Murdock Property") hosting a nearly flat lying sedimentary bed of known phosphate mineralization in NE Nevada.
The increasing interest in organic and sustainable agriculture practices has contributed to the demand for organic fertilizers, including those derived from rock phosphate. Organic rock phosphate is often marketed as a fertilizer that not only provides phosphorus but also contributes to overall soil health.
The Issuer aims to be one of the only certified organic rock phosphate producers with large scale potential in North America. The Murdock Property is situated adjacent to a main highway and the rail head to California.
Neither the Canadian Securities Exchange nor its regulations services providers have reviewed or accept responsibility for the adequacy or accuracy of this release.
This news release may contain forward-looking statements and information ("FLSI") within the meaning of applicable securities laws. FLSI may include expectations, anticipations, beliefs, opinions, plans, intentions, estimates, forecasts, projections, guidance or other similar statements and information that are not historical facts. All statements which are not historical statements are considered FLSI. Forward- looking statements in this press release include, but are not limited to, statements regarding the proposed Offering and the anticipated use of proceeds of the Offering. All FLSI is based on assumptions, which may prove inaccurate, and subject to certain risks and uncertainties, including without limitation those risks and uncertainties identified in the Company's public securities filings, which may cause actual events or results to differ materially from those indicated or implied in FLSI. Accordingly, readers should not place undue reliance or value on FLSI. Although the Company believes that the expectations reflected in any FLSI in this news release are reasonable at the present time, it can give no assurance that such FLSI will prove to be correct. Any FLSI in this news release is made as of the date hereof and the Company undertakes no obligations to publicly update or revise any FLSI, whether as a result of new information, future events or otherwise, unless required by applicable securities laws. Any FLSI in this news release is expressly qualified in its entirety by this cautionary statement.
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