NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
TORONTO, June 27, 2018 (GLOBE NEWSWIRE) -- Avidian Gold Corp. (“Avidian” or the “Company”) (TSX-V:AVG) is pleased to announce that, further to its news release dated May 17, 2018, it has completed an offering of 6,465,000 units (“Units”) by way of private placement at a price of $0.50 per Unit, for total gross proceeds of approximately $3,232,500. The offering consisted of a brokered offering (the “Brokered Offering”) led by Red Cloud Klondike Strike Inc. and including PI Financial Corp., Canaccord Genuity Corp. and Mackie Research Capital Corp. (collectively, the “Agents”), and a concurrent non-brokered offering (the “Non-Brokered Offering” and together with the Brokered Offering, the “Offering”).
Each Unit was offered at a price of $0.50 and is comprised of one common share (a “Common Share”) of the Company and one half of a transferable common share purchase warrant (a “Warrant”), each Warrant entitling the holder thereof to acquire one common share of the Company at a price of $0.76 for a period of 24 months from the date of closing of the Offering. Additionally, each Warrant will be callable during the 24-month period, at the option of the Company, should the Company's common shares trade above $1.00 for twenty consecutive trading days on the TSX Venture Exchange. Subscribers will be notified of the call provision being triggered and will have a 30-day period to exercise the Warrant.
In connection with the Brokered Offering, as compensation for their services, the Agents received a cash commission equal to 7% of the gross proceeds from the Brokered Offering and that number of Agents’ warrants (the “Agents’ Warrants”) that is equal to 7% of the total number of Units sold pursuant to the Brokered Offering. Each Agents’ Warrant is exercisable into one Common Share at an exercise price of $0.50 at any time prior to the date that is twenty-four (24) months following the closing date of the Offering, whereupon the Agents’ Warrants will expire. In addition to this, in connection with their assistance with the Non-Brokered Offering the Company paid compensation of $34,000 and 60,000 finders’ warrants (the “Finders’ Warrants”) to certain eligible finders. Each Finders’ Warrant is exercisable into one Common Share at an exercise price of $0.50 at any time prior to the date that is twenty-four (24) months following the closing date of the Offering.
The Units, the Agents’ Warrants, Finders’ Warrants and the securities underlying them will be subject to a four month hold period in accordance with applicable Canadian securities laws.
The Company expects to close an additional tranche of the private placement in the coming weeks.
Mr. James Polson, the Chief Executive Officer of the Company has subscribed for 500,000 Units pursuant to the Offering. Mr. Polson’s participation in the Offering constitutes a "related party transaction" under the Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemption from valuation and minority shareholder approval requirements pursuant to sections 5.5(a) and 5.7(a) of MI 61-101, as the fair market value of the participation in the Offering by insiders does not exceed 25% of the market capitalization of the Company.
The net proceeds from the Offering shall be primarily used for exploration and development at the Company’s Golden Zone and Amanita projects and for general corporate and working capital purposes.
About Avidian Gold Corp.
Avidian Gold is a mineral exploration and development company. Avidian Gold holds a 100% interest in the Golden Zone gold-silver-copper project located halfway between Anchorage and Fairbanks, Alaska, along the State highway. The Golden Zone property hosts a NI 43-101 Indicated gold resource of 267,400 ounces (4,187,000 tonnes at 1.99 g/t Au) plus an Inferred gold resource of 35,900 ounces (1,353,000 tonnes at 0.83 g/t Au). Avidian Gold also holds a 100% interest in the Amanita gold project located adjacent to Kinross Gold’s Fort Knox mine outside of Fairbanks, Alaska as well as early stage exploration properties in Nevada (USA) and Newfoundland (Canada).
On Behalf of the Board of Directors,
Avidian Gold Corp.
For further information, please contact:
Avidian Gold Corp.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
This News Release includes certain "forward-looking statements". These statements are based on information currently available to the Company and the Company provides no assurance that actual results will meet management's expectations. Forward-looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results relating to, among other things, results of exploration, project development, reclamation and capital costs of the Company's mineral properties, and the Company's financial condition and prospects, could differ materially from those currently anticipated in such statements for many reasons such as: changes in general economic conditions and conditions in the financial markets; changes in demand and prices for minerals; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological and operational difficulties encountered in connection with the activities of the Company; and other matters discussed in this news release. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on the Company's forward-looking statements. The Company does not undertake to update any forward-looking statement that may be made from time to time by the Company or on its behalf, except in accordance with applicable securities laws
This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
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