/NOT FOR DISTRIBUTION TO
The Shares will be offered by way of a commercially reasonable efforts private placement pursuant to exemptions from the prospectus requirements to residents of all provinces of
The Company will pay to the Agents a commission of 7.0% of the gross proceeds of the Offering (including from any exercise of the Agents' Option), other than in respect of Shares issued to purchasers on a presidents list (the "President's List"), in which case the cash fee shall be equal to 3.0% of the aggregate proceeds of purchasers on the Presidents List. The Company has also agreed to issue to the Agents' compensation options ("Compensations Options") to purchase such number of common shares as is equal to 7.0% of the number of Shares issued under the Offering (including from any exercise of the Agents' Option), other than in respect of a Shares issued to purchasers on the President's List, in which case the compensations options issued shall be equal to 3.0% of the number of Shares issued to purchasers on the President's List. Each Compensation Option may be exercised to acquire one common share at an exercise price equal to
The gross proceeds from the Offering will be used to pay the initial consideration for the acquisition of the
All securities issued under the Offering will be subject to a statutory hold period in
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in
On behalf of the Board of Directors
President and CEO.
About
Forward Looking Information
This news release contains forward-looking information, which involves known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from current expectation. Important factors - including the availability of funds, the results of financing efforts, the completion of due diligence and the results of exploration activities - that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time to time on SEDAR (see www.sedar.com). Forward-looking statements in this news release include, but are not limited to, statements regarding completion of the Offering, the anticipated closing date of the Offering and the use of proceeds from the Offering. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this news release. The Company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a result of new information, events or otherwise.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE
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