Maritime Resources Corp. (TSX-V: MAE) is pleased to announce that it closed its previously announced non-brokered private placement raising aggregate gross proceeds of $3,500,000 through the issuance of a combination of common shares in the capital of the Company at a price of $0.06 per Common Share and flow-through Common Shares at a price of $0.065 per FT Share. The Company issued a total of 21,626,666 Common Shares and 33,883,076 FT Shares pursuant to the Offering.
Maritime’s President and CEO, Garett Macdonald, commented; “This financing places the Company in a strong position to continue advancing the high grade Hammerdown Gold Project during a period of strengthening gold prices.
Dundee Goodman Merchant Partners, a division of Goodman & Company, Investment Counsel Inc., Sprott Capital Partners LP and Canaccord Genuity Corp. acted as advisors to the Company.
The Company has agreed to pay aggregate finders’ and advisory fees of up to 5% in cash of the gross sales of Common Shares and FT Shares. An aggregate of 666,864 Common Shares were issued to SCP as commission. The cash finders’ and advisory fees amounted to an aggregate of $90,068, including $28,069 to DGMP, $16,449 to CG, $15,000 to EDE Asset Management and $35,050 to Laurentian Bank Securities Inc.
Three directors and officers of the Company, all of whom are “interested parties” of the Company, subscribed for a total of 760,769 FT Shares having an aggregate subscription price of $49,450.
Dundee Resources Limited, an affiliate of DGMP and an “interested party” of the Company, and affiliates of SCP who may be considered “interested parties” of the Company, each subscribed for Common Shares and FT Shares under the Offering. Dundee Resources Limited subscribed for 9,356,383 Common Shares having a subscription price of $561,383 and affiliates of SCP subscribed for 5,337,283 Common Shares and 15,692,308 FT Shares having an aggregate subscription price of $1,340,237. As a result of the closing of the Offering, Dundee Corporation’s wholly owned subsidiary, Dundee Resources Limited, now owns 46,288,419 Common Shares of Maritime, representing an approximate 18.83% interest; and SCP, including its affiliates, now owns 30,353,968 Common Shares of Maritime, representing an approximate 12.3% interest. DGMP was paid finders’ and advisory compensation and SCP was issued Common Shares as commission as outlined above.
As insiders of the Company participated in the Offering, it is deemed to be a “related party transaction” as defined under Multilateral Instrument 61-101-Protection of Minority Security Holders in Special Transactions. The Offering is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 (pursuant to subsections 5.5(a) and 5.7(a)) as the fair market value of the securities distributed to and the finders’ fees paid to, and the consideration received from, interested parties did not exceed 25% of the Company’s market capitalization. The Company did not file a material change report at least 21 days prior to the closing of the Offering as participation of the insiders had not been confirmed at that time and the Company wished to close on an expedited basis for business reasons.
The securities issued in connection with the Offering are subject to a standard four month hold period expiring September 15, 2020.
Use of Proceeds
The net proceeds of the Offering will be used by the Company to continue exploration and progress towards development of the Hammerdown Gold Project, as well as for working capital and general corporate purposes.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.
About Maritime Resources Corp.:
Maritime Resources holds a 100% interest in the Green Bay Property, including the former Hammerdown gold mine and Orion project plus the Whisker Valley exploration project, all located near the Baie Verte Mining District and Springdale, Newfoundland and Labrador. The Hammerdown gold deposit is characterized by near-vertical, narrow mesothermal quartz veins containing gold in pyrite. Hammerdown was last operated by Richmont Mines between 2000-2004 producing 143,000 ounces of gold at an average mine grade of 15.7 gpt Au through a combination of narrow vein open pit and underground mining.
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