High Power Exploration and Fjordland Execute a Non-Binding Term Sheet for a Proposed Private Placement and Concurrent Funding for the South Voisey’s Bay Nickel-Copper-Cobalt Project in Labrador


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High Power Exploration and Fjordland Execute a Non-Binding Term Sheet for a Proposed Private Placement and Concurrent Funding for the South Voisey’s Bay Nickel-Copper-Cobalt Project in Labrador

Fjordland Proposes to Raise up to $1.7 million in New Funding from High Power Exploration and Other Subscribers

Vancouver, BC, August 28, 2017 ─ Fjordland Exploration Inc. (TSX-V: FEX) reports it plans to raise up to $1.7 million through a non-brokered private placement (the “Private Placement”) consisting of flow-through units (“FT Units”) at a price of $0.125 per FT Unit and non flow-through units (“Units”) at a price of $0.10 per Unit, at the option of the subscriber. In addition, Fjordland reports that it has executed a non-binding term sheet with High Power Exploration Inc. (“HPX”), a private mineral exploration company in which mining entrepreneur Robert Friedland is Co-Chair, Chief Executive Officer and a significant stakeholder.

The non-binding term sheet forms the basis for establishing a strategic partnership with HPX. Under the term sheet, HPX, through an affiliate, would purchase 14 million Units of the Private Placement at a price of $0.10 per Unit for a total HPX subscription of $1.4 million. HPX also would fund, on behalf of Fjordland, the next $7.4 million of exploration expenditures and cash payments of $290,000, required to be made by Fjordland under its obligations under the South Voisey’s Bay Letter Of Intent with Commander Resources Ltd. (“Commander”) described below. The transactions with HPX remain subject to completion of HPX’s due diligence investigations and to the execution of definitive binding agreements. Fjordland has provided HPX a 60 day exclusivity period to complete these matters, although they are far advanced, and both parties are targeting execution of definitive binding agreements on or about September 5, 2017.

Given this announcement, Fjordland will not proceed with a second tranche of the private placement announced on July 24, 2017.

Terms of the Private Placement

Each Unit and FT Unit in the Private Placement will consist of one common share of the Company (the “Common Shares”) and one-half of one share purchase warrant (the “Warrants”). Each whole Warrant will entitle the holder to purchase one additional Common Share at a price of $0.20 per Common Share for 18 months following the closing date of the Private Placement. The Common Shares issuable on exercise of the Warrants will be non flow-through for the Units and for the FT Units.

At closing of the Private Placement, HPX would own 14,000,000 shares and 7,000,000 Warrants in Fjordland resulting in an initial 30.7% interest in the Company on an issued and outstanding basis and 33.7% on a fully diluted basis. As HPX would become a control person for TSX Venture Exchange requirements, the transaction requires shareholder approval. Fjordland has scheduled a special meeting to consider this transaction and other matters on October 19, 2017 at 10:00 a.m.

Richard Atkinson, President and CEO of Fjordland states, “The Directors of Fjordland are pleased to move forward with HPX as a significant shareholder and exploration partner in the South Voisey’s Bay nickel- copper-cobalt project. We look forward to finalizing the transaction shortly. The investment of $1,400,000 in Fjordland would ensure that the Sandy drill target will be fully drill tested. Additional ground surveys are contemplated over the winter which are expected to result in outlining additional drill targets for a summer 2018 drill program on the recently acquired south gabbro portion of the property.”

The Private Placement is subject to TSX Venture Exchange approval and all securities will be subject to a four-month hold period.

On June 2, 2017, Fjordland and Commander earlier entered into a binding Letter of Intent (“LOI”), relating to the South Voisey's Bay mineral claims (“SVB Project”). The LOI provides that Fjordland make certain share issuances and cash payments to Commander and complete exploration expenditures to earn up to a 100% interest in the SVB Project. Commander retains a 2% net smelter royalty (NSR) on the SVB Project, subject to a buy-down provision to 1% NSR held by Fjordland. A summary of the principal terms of the LOI is outlined below.

Proceeds from the financing will be used as follows: $1.4 million from HPX’s subscription will be used to fund exploration activities on the SVB Project resulting in Fjordland's project interest increasing to 35% from its current level of 15%; and the balance to be allocated to Fjordland's working capital.

A finder’s fee of 8% cash and 8% finder warrants (the “Finder Warrants”) may be payable on a portion of the financing (other than the HPX subscription), with the Finder Warrants having the same terms as the Warrants.

Funding and other Proposed Terms of the HPX Non-Binding Term Sheet

The term sheet also provides that HPX would fund, on behalf of Fjordland, the next $7.4 million of exploration expenditures, plus fund cash payments of $290,000 due to Commander under the LOI, to allow Fjordland to vest at 100% interest in SVB as per the Fjordland/Commander LOI. Fjordland must make all share payments under the LOI due to Commander.

If, as a result of the HPX expenditure, Fjordland earns a 100% interest in the SVB Project, Fjordland has agreed to assign a 65% interest in the SVB Project to HPX, at which time the companies will form a joint venture on a 65%-HPX and 35%-Fjordland basis, or by mutual agreement may effect a consolidation or rationalization of the SVB Project such that the SVB Project may come to be 100% owned by Fjordland.

HPX may terminate funding at any time and for any reason, following which HPX shall not be entitled to any interest in the SVB Project.

The term sheet provides that HPX would be granted pre-emptive anti-dilution rights as long as its holdings in Fjordland common shares exceed 10%; Fjordland has agreed its board would not exceed five directors and HPX would have the right but not the obligation to representation of two directors as long as it's shareholding remains above 10% and to three directors if it's shareholding rises to greater than 50%. HPX has agreed that it will vote for management's nominees for director provided that such nominees include HPX's director nominees for three years from the closing of the Private Placement or the time that Fjordland comes to acquire 100% of the SVB Project, whichever is earlier.

Summary of Fjordland obligations under the Commander LOI


Date for Completion



Exploration and Development Expenditures

First Option
15% to 35%


$ -


$ -

October 31, 2017




Second Option 35% to 75%

July 26, 2018

$ 10,000



July 26, 2019

$ 15,000



July 26, 2020

$ 25,000



October 31, 2021

$ 40,000


$ 2,400,000

Third Option

75% to 100%

October 31, 2024





$ 290,000


$ 8,000,000

The HPX subscription, funding of the LOI, and HPX’s participation in the Private Placement will be subject to shareholder and regulatory approval, and to satisfactory completion of HPX’s due diligence investigations.

About Fjordland Exploration Inc.

Fjordland Exploration Inc. is a mineral exploration company that is focused on the discovery of large scale potentially economic deposits located in Canada. For further information visit Fjordland’s website at www.fjordlandex.com

About High Power Exploration

HPX is a privately owned, metals-focused exploration company deploying proprietary in-house geophysical technologies to rapidly evaluate mineral prospects. The HPX technology cluster comprises systems for targeting, modelling, survey optimization, acquisition, processing and interpretation. HPX has a highly experienced board and management team led by Co-Chair and Chief Executive Officer Robert Friedland, President Eric Finlayson, a former head of exploration at Rio Tinto, and co-chaired by Ian Cockerill, a former Chief Executive Officer of Gold Fields Ltd. For further information, please visit www.hpxploration.com.

On behalf of the Board of Directors,

“Richard C. Atkinson”

Richard C. Atkinson, P.Eng.

President & CEO

For further information, please call:


Richard C. Atkinson, President and CEO




Some statements in this news release may contain forward-looking information. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the statements. Such factors include without limitation the completion of planned expenditures, the ability to complete exploration programs on schedule and the success of exploration programs.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.