Unigold Inc. (TSX-V: UGD) is pleased to announce that it has closed its previously announced private placement of 32,350,000 units of the Company at a price of $0.10 per Unit for gross proceeds of $3,250,500. Each Unit consists of one common share in the capital of the Company and one-half of one common share purchase warrant. Each Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.15 at any time prior to September 18, 2021. The Company has the right to accelerate the expiry date of the Warrants on notice to the holders of Warrants if the closing price of the Common Shares on a stock exchange in Canada is higher than $0.30 per Common Share for more than 20 consecutive trading days at any time after January 19, 2020.
In connection with the closing of the Offering, the Company issued an aggregate of 1,341,000 Warrants and paid an aggregate of $135,900 in cash to various finders in connection with the Offering.
The following “insiders” of the Company have subscribed for Units under the Offering:
|Insider||Insider Relationship||Units Purchased|
|Eric Sprott(1)||10% Security Holder||10,000,000|
|Osisko Gold Royalties Ltd.||10% Security Holder||1,500,000|
|Monarch Gold Corporation||10% Security Holder||1,500,000|
|Normand Tremblay(2)||Director of Issuer||1,250,000|
|Charles Page||Director of Issuer||250,000|
|Joseph Hamilton||Director of Issuer||250,000|
(1) 2176423 Ontario Inc., a holding company of Mr. Eric Sprott, subscribed under the Offering. Mr. Sprott became a 10% security holder on closing of the Offering.
(2) 6545921 Canada Inc., a holding company of Mr. Normand Tremblay, subscribed under the Offering.
Certain subscriptions under the Offering are 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 Company will file a material change report providing disclosure in relation to each “related party transaction” on SEDAR under Unigold’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(b) 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 proceeds from the Offering will be used to fund the Company’s continued exploration and development of its gold assets in the Dominican Republic, and for general working capital purposes.
All securities issued under the Offering are subject to a four-month hold period, which will expire January 19, 2020. 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.
About Unigold Inc. – Discovering Gold in the Caribbean
Unigold is a Canadian based mineral exploration company traded on the TSX Venture Exchange under the symbol UGD, focused primarily on exploring and developing its gold assets in the Dominican Republic.
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We acknowledge the [financial] support of the Government of Canada.