Magnetic North Acquisition Corp. Announces Non-Brokered Private Placement of Up to $2 Million

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CALGARY, Alberta and TORONTO, Nov. 18, 2021 (GLOBE NEWSWIRE) -- Magnetic North Acquisition Corp. (TSXV: MNC) (“Magnetic North” or the “Company”) is pleased to announce its intention to conduct a non-brokered private placement (the “Financing”) of Series A Preferred Shares for gross proceeds of up to $2,000,006.50 CAD. The aggregate proceeds of the Financing may be increased at the discretion of the Company due to market demand. Proceeds of the Financing are intended for investment by the Company in certain opportunities and for general corporate purposes. First closing is expected on or about November 22, 2021. The Company has already received orders of approximately $1.0 million pursuant to the terms of this Financing.

The Financing consists of up to 210,527 Units at $9.50 per Unit. Each Unit is comprised of one Series A Preferred Share ‎(“Series A Preferred Shares‎”) and one Series A Preferred Share purchase warrant (“Warrant”) for gross proceeds of up to $2,000,006.50 CAD.

Each Warrant will entitle the holder thereof to purchase one additional Series A Preferred Share at a price of $10.00 per share during the period ending on the fifth anniversary of the closing date of the Financing. The Warrants will have an acceleration provision whereby, in the event the 10 day weighted average trading price of ‎the Series A Preferred Shares on the TSX Venture Exchange (“TSXV”) (or such other stock exchange on which the Series A Preferred Shares may then be listed and posted for trading) exceeds $20.00 at any time, the Corporation will have the right to ‎accelerate the expiry date of the Warrants to 30 days from ‎the date of issuance of a news release ‎of the Company announcing the accelerated exercise ‎period.

The Series A Preferred Shares are listed on the TSXV and trade under the symbol “MNC.PR.A”. The Warrants will not be listed on the TSXV. The Financing is subject to the acceptance of the TSXV.

The Series A Preferred Shares will be offered in Canadian jurisdictions to "accredited investors" pursuant to the exemption from the prospectus requirement under Section 2.3 of National Instrument 45-106 – Prospectus Exemptions and other exemptions from the prospectus requirements as determined by the Company. Completion of the Financing will be subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals including the approval of the TSX Venture Exchange. In connection with the Financing, Magnetic North may pay finder's fees to eligible placement agents.

About Magnetic North Acquisition Corp.

Magnetic North invests and manages businesses on behalf of its shareholders and believes that capital alone does not always lead to success. With offices in Calgary and Toronto, our experienced management team applies its considerable management, operations and capital markets expertise to ensure its investee companies are as successful as possible for shareholders. Magnetic North common shares and preferred shares trade on the TSX Venture Exchange under the stock symbol MNC and MNC.PR.A, respectively. The TSX Venture announced that Magnetic North is a “2021 TSX Venture 50” recipient. For more information about Magnetic North, visit its website at www.magneticnac.com. Magnetic North’s securities filings can also be accessed at www.sedar.com.

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Neither the 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 news release.

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

This news release contains “forward-looking information” within the meaning of Canadian securities legislation. Forward-looking information generally refers to information about an issuer’s business, capital, or operations that is prospective in nature, and includes future-oriented financial information about the issuer’s prospective financial performance or financial position. The forward-looking information in this news release includes the Company’s expected completion and timing of its proposed Financing and fulfillment of initial orders.

The Company has made certain material assumptions, including but not limited to: prevailing market conditions; general business, economic, competitive, political and social uncertainties; and the ability of the Company to execute and achieve its business objectives to develop the forward-looking information in this news release. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

Actual results may vary from the forward-looking information in this news release due to certain material risk factors. These risk factors include but are not limited to: adverse market conditions; reliance on key and qualified personnel; and regulatory and other risks associated with the industries in which the Company's portfolio companies operate, in general. The Company cautions that the foregoing list of material risk factors and assumptions is not exhaustive.

The Company assumes no obligation to update or revise the forward-looking information in this news release, unless it is required to do so under Canadian securities legislation.