Barkerville Gold Mines Ltd. (TSX-V:BGM) is pleased to announce, further to its announcement on December 18, 2018, that the Corporation has sold the remaining 2,375,000 common shares of the Corporation that will qualify as “flow-through shares” (within the meaning of subsection 66(15) of the Income Tax Act (Canada)) at a price of $0.40 per share for additional gross proceeds of $950,000.
With the closings of this second tranche today and the first tranche on December 18, 2018, the Corporation has closed its over-subscribed brokered private placement for aggregate gross proceeds of $29,454,970.44, comprised of (i) 40,132,581 common shares of the Corporation that will qualify as “flow-through shares” (within the meaning of subsection 66(15) of the Income Tax Act (Canada)) at a price of $0.50 per share for gross proceeds of $20,066,290.50, (ii) 6,000,000 Tranche Two Flow-Through Shares at a price of $0.40 per share for gross proceeds of $2,400,000, and (iii) 20,554,941 common shares of the Corporation at a price of $0.34 per share for gross proceeds of $6,988,679.94 .
The Offering was led by Haywood Securities Inc., on behalf of a syndicate of underwriters that included Cormark Securities Inc. and Canaccord Genuity Corp. In consideration for their services, the Corporation has paid the Underwriters a cash commission equal to 5.0% of the gross proceeds from the Offering, excluding gross proceeds received from the sale of securities to Osisko Gold Royalties Ltd and Osisko Mining Inc.
Certain subscribers under the Offering are considered to be a “related party” of the Corporation, and have subscribed for an aggregate of 20,554,941 Common Shares and 2,800,000 Tranche Two Flow-Through Shares for gross proceeds of $8,108,679.94. Each subscription by a “related party” of the Corporation is considered to be a “related party transaction” for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions and Policy 5.9 – Protection of Minority Security Holders in Special Transactions of the TSX Venture Exchange. Pursuant to MI 61-101, the Corporation has filed a material change report providing disclosure in relation to each “related party transaction” on SEDAR under Barkerville’s issuer profile at www.sedar.com. The Corporation did not file the material change report more than 21 days before the expected closing date of the Offering as the details of the Offering and the participation therein by each “related party” of the Corporation were not settled until shortly prior to the closing of the Offering, and the Corporation wished to close the Offering on an expedited basis for sound business reasons. The Corporation is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Corporation is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on sections 5.5(a) and (b) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Corporation’s market capitalization, and no securities of the Corporation are listed or quoted for trading on prescribed stock exchanges or stock markets. Additionally, the Corporation is exempt from minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(b) as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Corporation’s market capitalization. The board of directors of Barkerville unanimously approved the Offering, with Sean Roosen and John Burzysnki having declared a potential conflict of interest in, and abstaining from voting on, the matters being considered.
The gross proceeds from the sale of the Tranche One and Tranche Two Flow-Through Shares will be used by the Corporation to fund the exploration and development of Barkerville’s Cariboo Gold Project in central British Columbia. The net proceeds from the sale of Common Shares will be used to fund the exploration and development of the Corporation’s Cariboo Gold Project in central British Columbia and for general corporate purposes.
All securities issued under the Offering are subject to a four month hold period, which will expire on (i) April 19, 2019 in respect of securities issued under the first tranche closing on December 18, 2018, and (ii) April 22, 2019 in respect of securities issued under the second tranche closing today. The Offering is subject to final acceptance of the TSX Venture Exchange. The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
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