18 February 2022
North Arrow Minerals Inc. (TSXV-NAR) (“North Arrow”) announces that it has agreed with Anglo Celtic Exploration Ltd (“Anglo Celtic”) to extend by one year the term of an unsecured loan of $400,000 (the “Loan”) provided to North Arrow and first announced on February 17, 2021. Under terms of the amendment to the loan agreement (the “Agreement”) the revised date by which any outstanding balance on the loan must be repaid in full is February 16, 2023. All other terms related to the Loan and the Agreement remain the same. As further consideration for agreeing to extend the Loan, North Arrow shall issue to Anglo Celtic 1,000,000 share purchase warrants (the “Bonus Warrants”). Each Bonus Warrant will allow Anglo Celtic to purchase one common share (a “Warrant Share”) at a price of $0.12 for a period of 24 months from the date of issue of the Bonus Warrants. Issuance of the Bonus Warrants is subject to final approval of the TSX Venture Exchange. The Bonus Warrants, and any Warrant Shares issued, will be subject to a statutory hold period under applicable securities law, which will expire four months + one day after the date of issuance of the Bonus Warrants.
Anglo Celtic is a private company controlled by D. Grenville Thomas, a director of North Arrow, and is therefore a “related party” of North Arrow within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The issuance of the Bonus Warrants to Anglo Celtic and amendment of the Agreement each constitute a "related party transaction", as defined under MI 61-101. The transactions will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any shares issued to, or the consideration paid for, the Agreement will exceed 25% of North Arrow's market capitalization. Prior to receipt of the Bonus Warrants and any Warrant Shares, Anglo Celtic with D. Grenville Thomas, hold an aggregate of 12,560,035 common shares of North Arrow, representing approximately 10.4% of North Arrow’s issued and outstanding share capital.
North Arrow’s exploration programs are conducted under the direction of Kenneth Armstrong, P.Geo., President and CEO of North Arrow and a Qualified Person under NI 43-101. Mr. Armstrong has reviewed and approved the technical contents of this press release.
About North Arrow Minerals
North Arrow is a Canadian based exploration company focused on the identification and evaluation of diamond exploration opportunities in Canada. North Arrow’s management, board of directors and advisors have significant successful experience in the global diamond industry. North Arrow’s most advanced diamond project is the Q1-4 diamond deposit at the Naujaat Project (NU), where a $5.6M 2,000 tonne bulk sample is currently undergoing final processing and diamond recovery. North Arrow has also discovered and is evaluating diamond bearing kimberlites at the Pikoo (SK), Mel (NU), Loki (NWT) and LDG JV Projects (NWT). North Arrow also maintains a 100% interest in the Hope Bay Oro Gold Project (NU), located approximately 3 km north of Agnico Eagle’s Doris Gold Mine.