Angus Ventures Inc. (TSX-V: GUS)
(“Angus” or the “
Company”) is
pleased to announce a that it has closed its previously announced
non-brokered flow-through private placement for a gross proceeds of
$2,646,000 (the “
Financing”). The Financing was
comprised of 6,000,000 flow-through shares of the Company
(“
FT Shares”) at a price of C$0.441 per FT Share.
Each FT Share consists of one common share in the capital of the
Company (a “
Common Share”) issued on a
flow-through basis within the meaning of the Income Tax Act
(Canada) (“
Tax Act”). The gross proceeds will be
used to fund exploration on Angus’ projects. Gross proceeds
received by the Company from the sale of FT Shares will be used to
incur Canadian Exploration Expenses that are ''flow-through''
mining expenditures as such terms are defined in the Tax Act.
In connection with the Financing, the Company
has issued an aggregate of 235,530 Common Shares to Medalist
Capital Ltd. for their assistance with the Financing. The Financing
is subject to the final acceptance of the TSX Venture Exchange. All
securities issued in connection with the Financing are subject to
the statutory four months and a day hold period under applicable
Canadian Securities Laws.
Certain directors, officers and other insiders
of the Company (collectively the “Insiders”) have
acquired a total of 2,375,030 Common Shares of the Company. The
acquisition by Insiders of Common Shares in connection with the
Financing constitutes a "related party transaction", as such term
is defined in Multilateral Instrument 61-101 - Protection of
Minority Security Holders in Special Transactions ("MI 61-101").
The Company is relying on exemptions from the formal valuation and
minority shareholder approval requirements provided under MI61-101
on the basis that the acquisition of Common Shares by Insiders in
connection with the Financing does not exceed 25% of the fair
market value of the Company’s market capitalization.
In connection with the Financing, Mr. Jamie
Sokalsky, and Mr. David Palmer, each an insider of the Company,
have acquired 640,000 Common Shares each. Immediately prior to
acquisition, Mr. Sokalsky held directly and indirectly 4,635,000
Common Shares or approximately 19% of the then issued and
outstanding Common Shares and Mr. Palmer held directly and
indirectly 4,360,000 Common Shares or approximately 18% of the then
issued and outstanding Common Shares, calculated on the partially
diluted basis. Following the acquisition of Common Shares in
connecting with the Financing, Mr. Sokalsky holds 5,275,000 Common
Shares or approximately 17.2% of the total number of issued and
outstanding Common Shares and Mr. Palmer holds 5,000,000 or
approximately 16.3% of the total number of issued and outstanding
Common Shares on a partially diluted basis. The Common Shares were
acquired by Messrs. Sokalsky and Palmer for investment purposes,
and depending on market and other conditions, each of Messrs.
Sokalsky and Palmer may from time to time in the future increase or
decrease their respective ownership, control or direction over
securities of the Company, through market transactions, private
agreements, or otherwise. For the purposes of this notice, the
address of each of Messrs. Sokalsky and Palmer is 18 King Street
East, Suite 902, Toronto, Ontario M5C 1C4.
In satisfaction of the requirements of the
National Instrument 62-104 - Take-Over Bids And Issuer Bids and
National Instrument 62-103 - The Early Warning System and Related
Take-Over Bid and Insider Reporting Issues, Early Warning reports
respecting the acquisition of Common Shares by each of Messrs.
Sokalsky and Palmer will be filed under the Company’s SEDAR Profile
at www.sedar.com.
About Angus Ventures:Angus
Ventures is a Canadian gold exploration company with a
197-square-kilometres land package located in north-central Ontario
approximately 50 kilometres west of the town of Wawa and lies
between Wesdome Gold Mines’ two producing mines.
For more information, please
contact:Patrick LangloisAngus Ventures
Inc.info@angusgold.com
Forward-Looking Statements
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 release. This News Release includes certain
"forward-looking statements" which are not comprised of historical
facts. 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. Although
these statements are based on information currently available to
the Company, the Company provides no assurance that actual results
will meet management’s expectations. Risks, uncertainties and other
factors involved with forward-looking information could cause
actual events, results, performance, prospects and opportunities to
differ materially from those expressed or implied by such
forward-looking information. Forward looking information in this
news release includes, but is not limited to, the Company’s
objectives, goals or future plans, statements, exploration results,
potential mineralization, the estimation of mineral resources,
exploration and mine development plans, timing of the commencement
of operations and estimates of market conditions. Factors that
could cause actual results to differ materially from such
forward-looking information include, but are not limited to: the
ability to anticipate and counteract the effects of COVID-19
pandemic on the business of the Company, including without
limitation the effects of COVID-19 on the capital markets,
commodity prices supply chain disruptions, restrictions on labour
and workplace attendance and local and international travel,
failure to receive requisite approvals in respect of the Financing,
failure to identify mineral resources, failure to convert estimated
mineral resources to reserves, the inability to complete a
feasibility study which recommends a production decision, the
preliminary nature of metallurgical test results, delays in
obtaining or failures to obtain required governmental,
environmental or other project approvals, political risks,
inability to fulfill the duty to accommodate First Nations and
other indigenous peoples, uncertainties relating to the
availability and costs of financing needed in the future, changes
in equity markets, inflation, changes in exchange rates,
fluctuations in commodity prices, delays in the development of
projects, capital and operating costs varying significantly from
estimates and the other risks involved in the mineral exploration
and development industry, and those risks set out in the Company’s
public documents filed on SEDAR. Although the Company believes that
the assumptions and factors used in preparing the forward-looking
information in this news release are reasonable, undue reliance
should not be placed on such information, which only applies as of
the date of this news release, and no assurance can be given that
such events will occur in the disclosed time frames or at all. The
Company disclaims any intention or obligation to update or revise
any forward-looking information, whether as a result of new
information, future events or otherwise, other than as required by
law.
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