TSX-V: KTO
/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, Dec. 30, 2020 /CNW/ - K2 Gold Corporation
("K2" or the "Company") (TSXV: KTO) (OTCQB: KTGDF)
(FRANKFURT: 23K) is pleased to announce that it has closed
its previously announced over-subscribed bought deal private
placement financing by issuing a total of 12.5 million units
("Units") at a price of C$0.56
per Unit, for aggregate gross proceeds of C$7.0 million (the "Offering").
Haywood Securities Inc., acted as lead underwriter on behalf of
a syndicate of underwriters including PI Financial Corp., Canaccord
Genuity Corp., and Cormark Securities Inc (the "Underwriters")
Each Unit consists of one common share of the Company (a
"Common Share") and one half of one common share purchase
warrant (each whole common share purchase warrant, a
"Warrant"). Each whole Warrant will entitle the holder
thereof to purchase one Common Share at an exercise price of
C$0.75 until December 30, 2022, provided that if, at any time
prior to December 30, 2022, the
volume weighted average trading price of the Common Shares on the
TSX Venture Exchange (the "Exchange") is equal to or greater
than C$1.00 for 20 consecutive
trading days, the Company may, within 15 days of the occurrence of
such event, deliver a notice to the holders of Warrants
accelerating the expiry date of the Warrants to the date that is 30
days following the date of such notice (the "Accelerated
Exercise Period"). Any unexercised Warrants shall automatically
expire at the end of the Accelerated Exercise Period.
In connection with the Offering, the Underwriters received: (i)
a cash commission of 6.0% of the gross proceeds of the Offering,
excluding a $400,120 in gross
proceeds from the issuance of the Units on a president's list
agreed upon by the Company and the Underwriters
(the "President's List") for which a commission
of 3.0% of such gross proceeds was paid by the Company to the
Underwriters; and (ii) that number of non-transferable compensation
options ("Compensation Options") equal to (a) 6.0% of the
aggregate number of Units sold under the Offering, excluding those
Units sold to subscribers on the President's List, and (b) 3.0% of
the aggregate number of Units sold under the Offering to
participants on the President's List. Each Compensation Option is
exercisable into one common share (a "Compensation Option
Share") of the Company at a price of $0.56 per Compensation Option Share until
December 30, 2022. The Compensation
Options are subject to the same acceleration provisions as the
Warrants described above.
The Company plans to use the net proceeds from the Offering for
the exploration and advancement of the Company's Mojave Project,
working capital, and for general corporate purposes. The securities
issued under the Offering will be subject to a statutory hold
period expiring May 1, 2021.
The securities offered pursuant to the Offering have not been,
and will not be, registered under the U.S. Securities Act of 1933,
as amended (the "U.S. Securities Act") or any U.S. state
securities laws, and were not offered or sold in the United States or to, or for the account or
benefit of, United States persons
absent registration or any applicable exemption from the
registration requirements of the U.S. Securities Act and applicable
U.S. state securities laws. This news release shall not constitute
an offer to sell or the solicitation of an offer to buy securities
in the United States, nor shall
there be any sale of these securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful.
About K2
K2 is a well-financed gold and silver exploration company with
projects in SW USA and the
Yukon. In the USA, the Company is represented by its 100%
subsidiary, Mojave Precious Metals Inc. The Company is focused on
the Mojave property in
California, a 5,830 hectare oxide
gold project with base metal targets. The location of Mojave enables the Company to have year-round
news flow on multiple previously recognized surface gold targets
that have been successfully drilled in the past by majors BHP and
Newmont. Besides affording immediate drill targets based on the
Company's soil data integrated with LiDAR and Worldview-3 data, the
property also has undrilled locations with gold enriched historical
trench results including one at the East zone which recorded 8.4
g/t gold over 25.6m (see October 30, 2013 news release from Great Bear
Resources Ltd.).
On Behalf of the Board of Directors,
"Stephen Swatton"
President and CEO
K2 Gold Corporation
K2 Gold Corporation is a member of Discovery Group based in
Vancouver, Canada. For more
information please visit: discoverygroup.ca.
Cautionary Statement on Forward-Looking Statements
This news release contains forward-looking statements that are
not historical facts. Forward-looking statements involve risks,
uncertainties and other factors that could cause actual results,
performance, prospects and opportunities to differ materially from
those expressed or implied by such forward-looking statements,
including statements regarding the exploration program at
Mojave, including results of
drilling, and future exploration plans at Mojave. Factors that could cause actual
results to differ materially from these forward-looking statements
include, but are not limited to, variations in the nature, quality
and quantity of any mineral deposits that may be located, the
Company's inability to obtain any necessary permits, consents or
authorizations required for its planned activities, and the use of
proceeds from the Offering. The reader is referred to the Company's
public disclosure record which is available on SEDAR
(www.sedar.com). Although the Company believes that the assumptions
and factors used in preparing the forward-looking statements are
reasonable, undue reliance should not be placed on these
statements, which only apply 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. Except as required by securities
laws and the policies of the TSX Venture Exchange, the Company
disclaims any intention or obligation to update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise.
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. No securities of the Company have been or will, in
the foreseeable future, be registered under the United States
Securities Act of 1933 (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.
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES
PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE
EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF
THIS RELEASE
SOURCE K2 Gold Corporation
