Atlantic Gold Corporation (TSX-V:AGB) is pleased to announce the completion of a bought deal private placement financing for gross proceeds of $5,747,700 through the issuance of 5,474,000 flow-through common shares of the Company at a price of $1.05 per share led by National Bank Financial Inc. and including Haywood Securities Inc. The Brokered Offering was originally announced on September 1, 2016 for gross proceeds of $4,998,000. The Underwriters subsequently exercised the Underwriter’s option to raise an additional $749,700.
The Company also announces the completion of a non-brokered private placement financing for gross proceeds of $3,449,828 through the issuance of 3,285,550 flow-through common shares of the Company at the Offering Price. The Non-Brokered Offering was also originally announced on September 1, 2016 for gross proceeds of $2,999,850. The over-allotment option was subsequently exercised to raise an additional $449,978.
The proceeds from the Offerings will be used to incur “Canadian exploration expenses” as defined in the Income Tax Act (Canada) on the Company’s properties in the Province of Nova Scotia. Specifically, the proceeds will be used in conjunction with the Company’s resource definition drilling program on the Company’s Cochrane Hill and Fifteen Mile Stream deposits and regional drilling program on other exploration prospects within Nova Scotia, as originally announced on September 8, 2016. The Qualifying Expenditures will be renounced to the subscribers with an effective date no later than December 31, 2016, in the aggregate amount of not less than the total amount of the gross proceeds raised from the Offerings.
In consideration for the services of the Underwriters under the Brokered Offering, the Underwriters received a cash commission equal to 5% of the gross proceeds raised under the Brokered Offering.
The securities issued by the Company in connection with the Offerings are subject to a 4-month “hold period” as prescribed by the TSX Venture Exchange and applicable securities laws.
Insiders of the Company purchased an aggregate of 3,235,550 flow-through common shares and, accordingly, the Non-Brokered Offering is a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. The issuance of flow through common shares to insiders is exempt from the valuation requirements and the minority approval requirements of MI 61-101 by virtue of the exemptions in sections 5.5(a) and 5.7(a) of MI 61-101, since the fair market value of the consideration for the flow through common shares issued to insiders did not exceed 25% of the Company’s market capitalization.
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