GESPEG RESOURCES LTD. (TSX-V:GCR) is pleased to announce, pursuant to its news release dated July 31, 2020, that it has closed its non-brokered private placement for aggregate gross proceeds of $1,000,000 with a lead order from Palisades Goldcorp Ltd., a strategic institutional investor. In connection with the Offering, Gespeg issued an aggregate of 20,000,000 units, at $0.05 per Unit. Each Unit consists of one common share of the Company and one transferrable common share purchase warrant. The Warrants are exercisable for a period of 36 months from closing at an exercise price of $0.075 per Warrant.
Finders fees of $48,680 in cash will be paid and 973,600 non-transferable compensation warrants will be issued in connection with the Offering. The Compensation Warrants are exercisable for a period of 36 months from closing at an exercise price of $0.075 per Compensation Warrant.
Gespeg intends to use the proceeds of the placement for the purposes of continuing work on its prospective copper and gold properties in the Gaspe Peninsula and Chibougamau region of Quebec, as well as for working capital.
The Offering was conducted under available exemptions from the prospectus requirements of applicable securities legislation and is subject to all necessary regulatory approvals, including acceptance from the TSX Venture Exchange. All securities issued pursuant to the Offering are subject to a statutory hold period expiring on December 28, 2020.
Certain directors and officers of the Company participated in the Offering, which participation constituted a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The issuance to the Insiders is exempt from both the formal valuation and the minority shareholder approval requirements of MI 61-101 in connection with the Offering because neither the fair market value of the securities issued, nor the consideration for the securities, exceeds 25% of the Company’s market capitalization as calculated in accordance with MI 61-101.
None of the securities issued in the Offering have been, or will be, registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.
All references to currency in this news release are to Canadian currency.
About Palisades Goldcorp Ltd.
Palisades Goldcorp Ltd. is a new Canadian resource focused merchant bank. Palisades’ management team has a positive record of accomplishments and the support of many notable industry financiers. Palisade’s management believes that the junior resource sector is on the cusp of a major bull market move and is positioning itself with significant stakes in undervalued companies and assets with the goal of generating superior returns.
About Gespeg Resources Inc.
Gespeg is an exploration company with a focus in strategic and energetic metals and underexplored regions “Gaspé, Chibougamau Québec”. With a dedicated management team, the Company’s goal is to create shareholder value through the discovery of new deposits..
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We acknowledge the [financial] support of the Government of Canada.