Norden Crown Metals Announces Closing of Acquisition of National Copper Corporation and Concurrent Private Placement

VANCOUVER, British Columbia, Sept. 23, 2024 (GLOBE NEWSWIRE) — Norden Crown Metals Corporation (“Norden’s Crown” or “Business”) (TSXV:NOCR, OTC:NOCRF, Frankfurt: 03E) is pleased to announce that it has completed its previously announced acquisition (“Transaction”) 100% of the issued and outstanding securities of Domestic Copper Corporation (the “Domestic copper”) and simultaneous private placement without intermediaries (“Private Placement”).‎ In connection with the Transaction, a Share Exchange Agreement was entered into by and among the Company, Domestic Copper and the shareholders of Domestic Copper. A copy of the agreement is available on the Company’s SEDAR+ profile at www.sedarplus.ca. The Transaction resulted in the Company acquiring the right to acquire up to a 60% interest (subject to certain back-in rights) in the Smart Creek copper-gold porphyry project located approximately 16 kilometres north of Philipsburg, Montana (the “Property“).

Patricio Varas, President and CEO of Norden Crown, stated: “The closing of the acquisition and concurrent private placement is an important step in preparing the Company for the expected industry shift to robust copper and gold markets. We believe that copper and gold commodities will lead a resurgence in mineral exploration in light of the global mine grade decline and increased copper demand driven by an expanding middle class and pressure from the emerging EV automotive industry.“Mr. Varas further stated: “The transaction provides Norden Crown with the opportunity to explore the Smart Creek copper-gold porphyry project, with a focus on high-potential copper-gold targets typically reserved for large mining companies, and to leverage the combined geological economic expertise of Rio Tinto and Norden Crown’s technical teams, who share a vision of finding a large, mineable orebody..”

Under the Transaction, Domestic Copper shareholders were issued 8,000,000 shares of the Company’s common stock in exchange for 3,000,000 shares of Domestic Copper common stock at a deemed price of $0.05 per share.

The private placement resulted in the issuance of 12,200,000 shares of the Company’s common stock at a price of $0.05 per share for total gross proceeds to the Company of $610,000. No finder’s fees were charged in connection with the private placement.

All securities issued pursuant to the Private Placement are subject to a statutory hold period expiring four months and one day from the date of issue. The TSX Venture Exchange has accepted the Transaction and the Private Placement.

Not less than $400,000 of the proceeds from the Private Placement will be used for expenses related to the Property. The remaining proceeds will be used for expenses of other projects of the Company and for working capital and general corporate purposes.

The participation of insiders in the Private Placement constituted 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 has relied on the exemptions provided in Sections 5.5(b) and 5.7(1)(b) of MI 61-101 from the formal valuation and minority shareholder approval requirements on the basis that (i) the Company is not listed on certain specified markets, (ii) neither the fair market value of the securities issued pursuant to the Private Placement nor the compensation paid by the Company insiders exceeds $2,500,000 and (iii) the independent directors of the Company have approved such issuance of securities.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “United States Securities Act of 1933”).Act of 1933“) or any state securities laws and may not be offered or sold in the United States or to United States persons (as defined in Regulation S under the 1933 Act) absent such registration or an applicable exemption from such registration requirements.

About Norden Crown Metals Corporation

Norden Crown is a mineral exploration company focused on discovering large copper and gold deposits in unique, historic mining regions. The company’s goal is to discover new economic mineral deposits in historical mining districts where exploration has been conducted and where economically favorable grades have been indicated by historical drilling and outcrop sampling. The company is led by an experienced management team and an experienced technical team with a successful track record in mineral discovery, mining development and financing.

On behalf of Norden Crown Metals Corporation

Patricio Varas, Chairman of the Board and CEO
(604) 831-9306

For more information about Norden Crown, please visit the company’s website at www.nordencrownmetals.com or contact us at This email address is being protected from spambots. You must enable JavaScript to view it..

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.

Note Regarding Forward-Looking Statements

This press release contains certain statements that may be deemed to be “forward-looking statements.” Forward-looking statements are statements that are not historical facts and are typically, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “potential” and similar expressions or that events or conditions “will,” “could,” “might” or “should” occur. Forward-looking statements may include, without limitation, statements regarding the use of proceeds from the Private Placement and planned exploration activities on the Property. Although Norden Crown believes that the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, are subject to risks and uncertainties, and actual results or realities may differ materially from those contained in the forward-looking statements. Such material risks and uncertainties include, but are not limited to: the use of the proceeds of the Private Placement other than as described herein; industry competition; actual results of ongoing exploration activities; environmental risks; changes in project parameters as plans are refined; future commodity prices; failure of equipment or processes to perform as expected; accidents and other mining industry risks; delays in obtaining approvals or financing; risks related to indebtedness and the servicing of such indebtedness; and the factors, risks and uncertainties identified and reported in the Company’s public filings under Norden Crown’s profile on SEDAR+ at http://www.nordencrown.com/en/ www.sedarplus.ca. Although Norden Crown has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are made as of the date hereof and are subject to change after such date. Norden Crown disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless required by law.