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Unigold Announces Closing of Private Placement of 33,333,334 Units for Gross Proceeds of Approximately $6 Million

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Unigold Announces Closing of Private Placement of 33,333,334 Units for Gross Proceeds of Approximately $6 Million

 

 

 

 

 

Unigold Inc. (TSX-V: UGD) is pleased to announce that it has closed its previously announced private placement of 33,333,334 units of the Company at a price of $0.18 per Unit for gross proceeds of approximately C$6,000,000. 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 $0.30 at any time prior to June 23, 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 $0.60 per Common Share for more than 20 consecutive trading days at any time after October 23, 2020.

 

In connection with the closing of the Offering, the Company paid an aggregate of $327,154 in cash and issued an aggregate of 1,949,520 finder warrants to various finders in connection with the Offering. Each finder warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.18 at any time prior to June 23, 2021, subject to the right of the Company to accelerate the expiry on the same terms as the Warrants. Finder’s fees were payable to a group of financial advisors led by Clarus Securities Inc.

 

The net 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, which will expire October 24, 2020. The Offering is subject to final acceptance of the TSX Venture Exchange.

 

The following “insiders” of the Company subscribed for Units under the Offering:

 

Insider Insider Relationship Units Purchased
Eric Sprott(1) 10% Security Holder 3,900,000
Normand Tremblay(2) Director of Issuer 135,000
Charles Page Director of Issuer 150,000
Joseph Hamilton Director of Issuer 101,300
  TOTAL: 4,286,300

(1) 2176423 Ontario Inc., a holding company of Mr. Eric Sprott, subscribed under the Offering.
(2) 6545921 Canada Inc., a holding company of Mr. Normand Tremblay, subscribed under 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 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(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 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.

 

Unigold Continues to Rely on Temporary Relief for Filing of Q1 2020 Financials

 

The Company continues to rely on the exemption under Ontario Instrument 51-502 – Temporary Exemption from Certain Corporate Finance Requirements, which instrument became effective as of March 23, 2020, in postponing the filing of its financial statements for the three months ended March 31, 2020 and management’s discussion and analysis thereof.

 

On April 29, 2020, the Company indicated that it would rely on the 45-day extension in filing its Q1 2020 Financials and would release these statements on or before July 1, 2020. The Company now expects to file its Q1 2020 Financials on or before July 16, 2020. Other than disclosed herein, or as previously disclosed by the Company, there have been no material business developments since April 29, 2020.

 

About Unigold Inc.

 

Unigold is a Canadian based mineral exploration company traded on the TSX Venture Exchange, focused primarily on exploring and developing its gold assets in the Dominican Republic.

 

Posted June 24, 2020

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