Capitalized terms used, but not otherwise defined, herein have the meaning ascribed thereto in the preliminary prospectus. Except as otherwise indicated, references to “$” and “dollar” refer to Canadian currency.

 

Issuer

Northern Fox Resources Inc. (the “Company” or “Fox”). 


Issue Size

Approximately C$4,000,000 (Approximately C$30,000,000 assuming Flow Through Option is exercised in full; assuming a Flow Through Offering Price of C$0.30). 


Offering

107,666,667 Common Shares (assuming C$0.15 per share, and excluding Flow Through).


Issue Price

C$0.15 per unit. 


Flow Through Option

The Company has granted the Underwriters an option exercisable in whole or in part, at any one time for a period of 60 days after Closing, to purchase up to an additional 33,333,334 Common Shares (50% of the Offering) at the Flow Through Offering Price). 


Basic Shares Outstanding Upon Closing

107,666,667 Common Shares (prior to the exercise of the Flow Through Offering, post Flow Through Offering 221,666,667 Common Shares). 


Dividend Policy

Fox does not currently anticipate paying any dividends on the Common Shares. The Company currently intends to use its future earnings and other cash resources for the operation and development of its business, but may declare and pay dividends in the future as operational circumstances permit. 


Use of Proceeds

The Company intends to use the net proceeds from the Offering for general working capital purposes to complete the Mine Feasibility Study and Permitting, and pursue the Company’s growth strategy. 


Principal Shareholder

At Closing, Founders, Management, and Peblik Limited will, in the aggregate, directly or indirectly, own or control 79,000,000 Common Shares, representing 73% of the issued and outstanding Common Shares of 107,666,667. At Closing of the Flow Through Option, Founders, Management and Peblik LLC will, in the aggregate, directly or indirectly, own or control 79,000,000 Common Shares, representing 35% of the issued and outstanding Common Shares of 222,666,667.


Lock-Up

Each of the senior officers and directors of the Company and all other shareholders that held a direct or indirect interest in the Company before Closing (the “Locked-up Shareholders”) will be, subject to certain exceptions, subject to lock-up arrangements for 180 days from Closing. The Locked-up Shareholders hold, in the aggregate 79,000,000 Common Shares, representing 73% of the outstanding Common Shares after giving effect to the Offering. Additionally, the Company will be, subject to certain exceptions, subject to lock-up arrangements for 180 days from Closing. 


Hold Period

Subscription receipts have a four month hold but the underlying common shares will be free trading upon conversion of the Subscription Receipts. 


Eligibility for Investment

Eligible for RRSPs, RESPs, RRIFs, TFSAs, DPSPs and RDSPs. 


Form of Offering

Initial private offering in all provinces of Canada pursuant to a long-form prospectus. Private placement in the United States to “qualified institutional buyers” pursuant to Rule 144A under the U.S. Securities Act of 1933. 


Selling Concession

10.0% 


PRICING

Expected Q4 2018


Closing

Expected Q1 2019


Notes:

An investment in the Common Shares is speculative and involves a high degree of risk that should be considered by potential investors. See “Risk Factors” in the preliminary prospectus and read our cautionary statements and legal disclaimer here.