Unigold Inc. (TSX-V:UGD) (OTCQX:UGDIF) (FSE:UGB1) is pleased to announce that it has closed a first tranche of a non-brokered private placement of up to 20,000,000 units of the Company at a price of $0.08 per Unit for gross proceeds of up to $1,600,000. Each Unit consists of one common share of the Company and one-half of one common share purchase warrant. Each Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of $0.30 until the date that is the earlier of: (i) one year following the date of issue, or (ii) 30 days after the date on which the Company gives notice of acceleration, which notice may be provided no earlier than four months and twenty-one days from the date of issue if the closing price of the Common Shares on a stock exchange in Canada is higher than $0.60 per Common Share for more than 20 consecutive trading days.
The Company has issued 17,500,000 units for aggregate gross proceeds of $1,400,000. No finders were paid in connection with this closing of the Offering. The proceeds from the Offering will be used to fund the Company’s continued exploration and development on its Neita Concession in the Dominican Republic, and for general working capital purposes. All securities issued under the Offering are subject to a four-month hold period until January 7, 2023. The Offering is subject to final acceptance of the TSX Venture Exchange.
The following “insiders” of the Company subscribed for Units under the Offering:
|Joseph Hamilton||Director of Issuer||1,000,000|
|Normand Tremblay(1)||Director of Issuer||400,000|
|(1) 6545921 Canada Inc., a holding company of Mr. Normand Tremblay, subscribed to the Offering.|
Each subscription by an “insider” is considered to be a “related party transaction” for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61- 101”) and Policy 5.9 – Protection of Minority Security Holders in Special Transactions of the TSX Venture Exchange. Pursuant to MI 61-101, the Company will file a material change report providing disclosure in relation to each “related party transaction” on SEDAR under the Company’s issuer profile at www.sedar.com. The Company 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 Company were not settled until shortly prior to the closing of the Offering, and the Company wished to close the Offering on an expedited basis for sound business reasons. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company 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 Company’s market capitalization, and no securities of the Company are listed or quoted for trading on prescribed stock exchanges or stock markets. Additionally, the Company is exempt from minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(1)(a) as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Company’s market capitalization.
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.
About Unigold Inc. – Discovering Gold in the Caribbean
Unigold is a Canadian based mineral exploration company traded on the TSX Venture Exchange, the OTCQX exchange, and on the Frankfurt Stock Exchange. The multi-million ounce Candelones gold deposits are within the 100% owned Neita Fase II exploration concession located in Dajabón province, in the northwest part of the Dominican Republic. In the third quarter of 2022 the Company expects to deliver a feasibility study and a baseline environmental report for the Oxide portion of the Candelones deposit. The Company applied to convert a part of the Neita Fase II concession into an Exploitation Concession in late February 2022. The application has moved smoothly through various permitting stages and the Company expects that a decision will be given on the application in the third quarter of 2022. Unigold has been active in the Dominican Republic since 2002 and remains the most active exploration Company in the country. The Neita Fase II exploration concession is the largest single exploration concession covering volcanic rocks of the Cretaceous Tireo Formation. This island arc terrain is host to Volcanogenic Massive Sulphide deposits, Intermediate and High Sulphidation Epithermal Systems and Copper-gold porphyry systems. Unigold has identified over 20 areas within the concession area that host surface expressions of gold systems. Unigold has been concentrating on the Candelones mineralization and is moving to bring these deposits into production.
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We acknowledge the [financial] support of the Government of Canada.