/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION
DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES./
VANCOUVER, April 23, 2018 /CNW/ - Pacton Gold
Inc. (TSXV: PAC, OTC: PACXF) (the "Company" or
"Pacton") is pleased to announce that it has entered into an
agreement with Sprott Capital Partners to act as lead agent (the
"Lead Agent"), on its own behalf and, if applicable, on
behalf of a syndicate of agents (collectively with the Lead Agent,
the "Agents"), in connection with a marketed private
placement of up to 17,400,000 Units (hereinafter defined) of the
Company, at a price of $0.23 per
Unit, for gross proceeds of up to $4,002,000 (the "Offering").
Each Unit will consist of one common share of the Company (a
"Common Share") and one transferable common share purchase
warrant (a "Warrant")(collectively, a "Unit"). Each
Warrant will entitle the holder to acquire one Common Share for a
period of three years from the date of issue at a price of
$0.35.
In connection with the Offering, the Agents will be entitled to
a cash fee in an amount equal to 6.0% of the gross proceeds of the
Offering. As additional consideration, the Company will grant
to the Agents that number of Agent Units (hereinafter defined) that
equals 6.0% of the aggregate number of Units placed by the Agents
in the Offering. Each "Agent Unit" will consist of one
Common Share and one non-transferrable common share purchase
warrant ("Agent Warrants"). Each Agent Warrant will
permit the purchase of one Common Share for three years from the
Closing Date at C$0.35.
The net proceeds from the Offering will be used for exploration
work to be conducted on the Company's properties in Canada and Australia and for general working
capital. All of the securities sold pursuant to the Offering
will be subject to a four month hold period which will expire four
months and one day from the date of issue in accordance with
applicable securities laws. The Offering is subject to acceptance
of the TSX Venture Exchange.
The Offering may close in one or more tranches, with a final
closing no later than May 22, 2018 or
such other date or dates as the Company and the Lead Agent may
agree.
ON BEHALF OF THE BOARD OF DIRECTORS,
Alec Pismiris
Interim President & CEO
Neither the 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 release.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy nor shall there be any sale of any
of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful, including 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, as
amended (the "1933 Act") or any state securities laws and
may not be offered or sold within the
United States or to, or for account or benefit of, U.S.
Persons (as defined in Regulation S under the 1933 Act) unless
registered under the 1933 Act and applicable state securities laws,
or an exemption from such registration requirements is
available.
This news release includes certain forward-looking statements
concerning the use of proceeds of the Offering, the future
performance of our business, its operations and its financial
performance and condition, as well as management's objectives,
strategies, beliefs and intentions. Forward-looking statements are
frequently identified by such words as "may", "will", "plan",
"expect", "anticipate", "estimate", "intend" and similar words
referring to future events and results. Forward-looking statements
are based on the current opinions and expectations of management.
All forward-looking information is inherently uncertain and subject
to a variety of assumptions, risks and uncertainties, including the
speculative nature of mineral exploration and development,
fluctuating commodity prices, the future tax treatment of the
Flow-Through Shares, competitive risks and the availability of
financing, as described in more detail in our recent securities
filings available at www.sedar.com. Actual events or results may
differ materially from those projected in the forward-looking
statements and we caution against placing undue reliance thereon.
We assume no obligation to revise or update these forward-looking
statements except as required by applicable law.
SOURCE Pacton Gold Inc.