K2 Gold Corporation (TSX-V: KTO) (OTCQB: KTGDF) (FRANKFURT: 23K) is pleased to announce that it has closed its previously announced over-subscribed bought deal private placement financing by issuing a total of 12.5 million units at a price of C$0.56 per Unit, for aggregate gross proceeds of C$7.0 million.
Haywood Securities Inc., acted as lead underwriter on behalf of a syndicate of underwriters including PI Financial Corp., Canaccord Genuity Corp., and Cormark Securities Inc
Each Unit consists of one common share of the Company and one half of one common share purchase warrant. Each whole Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of C$0.75 until December 30, 2022, provided that if, at any time prior to December 30, 2022, the volume weighted average trading price of the Common Shares on the TSX Venture Exchange is equal to or greater than C$1.00 for 20 consecutive trading days, the Company may, within 15 days of the occurrence of such event, deliver a notice to the holders of Warrants accelerating the expiry date of the Warrants to the date that is 30 days following the date of such notice. Any unexercised Warrants shall automatically expire at the end of the Accelerated Exercise Period.
In connection with the Offering, the Underwriters received: (i) a cash commission of 6.0% of the gross proceeds of the Offering, excluding a $400,120 in gross proceeds from the issuance of the Units on a president’s list agreed upon by the Company and the Underwriters for which a commission of 3.0% of such gross proceeds was paid by the Company to the Underwriters; and (ii) that number of non-transferable compensation options equal to (a) 6.0% of the aggregate number of Units sold under the Offering, excluding those Units sold to subscribers on the President’s List, and (b) 3.0% of the aggregate number of Units sold under the Offering to participants on the President’s List. Each Compensation Option is exercisable into one common share of the Company at a price of $0.56 per Compensation Option Share until December 30, 2022. The Compensation Options are subject to the same acceleration provisions as the Warrants described above.
The Company plans to use the net proceeds from the Offering for the exploration and advancement of the Company’s Mojave Project, working capital, and for general corporate purposes. The securities issued under the Offering will be subject to a statutory hold period expiring May 1, 2021.
The securities offered pursuant to the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act“) or any U.S. state securities laws, and were not offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
K2 is a well-financed gold and silver exploration company with projects in SW USA and the Yukon. In the USA, the Company is represented by its 100% subsidiary, Mojave Precious Metals Inc. The Company is focused on the Mojave property in California, a 5,830 hectare oxide gold project with base metal targets. The location of Mojave enables the Company to have year-round news flow on multiple previously recognized surface gold targets that have been successfully drilled in the past by majors BHP and Newmont. Besides affording immediate drill targets based on the Company’s soil data integrated with LiDAR and Worldview-3 data, the property also has undrilled locations with gold enriched historical trench results including one at the East zone which recorded 8.4 g/t gold over 25.6m (see October 30, 2013 news release from Great Bear Resources Ltd.).
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We acknowledge the [financial] support of the Government of Canada.