Signature Resources Ltd. (TSXV: SGU, OTCQB: SGGTF, FSE 3S3)
("
Signature" or the "
Company") is
pleased to announce the closing of the first tranche of the
non-brokered private placement announced on August 17, 2020 (the
"
Offering"). In this first tranche, the Company
raised aggregate gross proceeds of $1,170,034 (the “
First
Tranche") by issuing 22,560,686 hard dollar units
("
HD Units") at a price of $0.05
per HD Unit and 700,000 flow-through units ("
FT
Units") at a price of $0.06 per FT Unit. The
Company expects to close on the balance of the $1,500,000 Offering
in a second tranche.
"We are extremely pleased to that investors have
enthusiastically embraced this first tranche of our Offering. They
recognize the potential of Signature as the company continues to
explore and develop its Lingman Lake gold property," commented
Walter Hanych, CEO and President.
Each HD Unit issued pursuant to the First
Tranche consists of one common share of the Company (each, a
"Common Share") and one common share purchase
warrant (each, a "Warrant"). Each FT Unit consists
of one common share of the Company issued on a flow-through basis
("FT Share") and one half of one (1/2) Warrant.
Each whole Warrant issued pursuant to the First Tranche will be
exercisable into one Common Share at a price of $0.10 until August
25, 2022, provided that if after four months and one day following
the closing of the First Tranche, the closing price of the
Company's Common Shares on the TSX Venture Exchange is equal to or
greater than $0.20 for 10 consecutive trading days, then the
Company may accelerate the expiry date of the Warrants by
disseminating a press release and in such case the Warrants will
expire on the 30th day after the date on which such press release
is disseminated by the Company. The FT Shares will qualify as
“flow-through shares” (within the meaning of the Income Tax Act
(Canada)).
In connection with the First Tranche. the
Company paid aggregate cash finder's fees of $51,640 and issued
1,018,800 finder's warrants (each, a "Finder's
Warrant"). Each Finder's Warrant is exercisable to acquire
one Common Share at a price of $0.05 (for Finder's Warrants issued
pursuant to the sale of HD Units) and $0.06 (for Finder's Warrants
issued pursuant to the sale of FT Units) for a period of 24 months
following closing of the First Tranche.
The Company also wishes to announce that a crew
has been dispatched to the Lingman property to prepare the camp for
a field exploration teams, which will be arriving beginning of
September, to access high priority geophysical targets. The camp
will also be upgraded for winter conditions in anticipation of
winter drill program in 2021.
Signature intends to use the proceeds of the
Offering for general working capital purposes, and for the
development of the Company's Lingman Lake Project. The proceeds of
the Offering related to FT Units will be used to incur eligible
Canadian exploration expenses, as defined under the Income Tax Act
(Canada) ("Qualifying
Expenditures"), on or before December 31,
2021 for the continued advancement of the Company's Lingman
Lake project. The Company will renounce the Qualifying Expenditures
to investors with an effective date of no later than December 31,
2020.
The purchase of HD Units under the First Tranche
of the Offering by Walter Hanych (Chief Executive Officer of the
Company) constituted a “related party transaction” as such term is
defined by Multilateral Instrument 61-101 - Protection of Minority
Security Holders in Special Transactions (“MI
61-101”). The Company was exempt from the MI 61-101
valuation and minority approval requirements for related party
transactions in connection with the Offering under sections 5.5(a)
and 5.7(1)(a) of MI 61-101 as neither the fair market value (as
determined under MI 61-101) of the subject matter of, nor the fair
market value of the consideration for, the transaction, insofar as
it involves Mr. Hanych, exceeds 25% of the Company’s market
capitalization (as determined under MI 61-101).
All securities issued in the First Tranche of
the Offering, including the Finder's Warrants, are subject to a
statutory hold period expiring on December 26, 2020.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy these securities,
nor shall it constitute an offer, solicitation or sale in any
jurisdiction in which such offer, solicitation or sale is unlawful.
These securities have not been, and will not be, registered under
the United States Securities Act of 1933, as amended, or any state
securities laws, and may not be offered or sold in the United
States or to U.S. persons unless registered or exempt
therefrom.
About SignatureThe Lingman Lake
gold property consists of 622 staked claims, four free hold full
patented claims and 14 mineral rights patented claims totaling
approximately 12,148 hectares. The property hosts an historical
estimate of 234,684 oz of gold* (1,063,904 tonnes grading 6.86 g/t
with 2.73 gpt cut-off) and includes what has historically been
referred to as the Lingman Lake Gold Mine, an underground
substructure consisting of a 126.5-meter shaft, and 3-levels at
46-meters, 84-meters and 122-meters depths.
This historical resource estimate is based on
prior data and reports obtained and prepared by previous operators,
and information provided by governmental authorities. A Qualified
Person has not done sufficient work to verify the classification of
the mineral resource estimates in accordance with current CIM
categories. The Company is not treating the historical estimate as
a current NI 43-101 mineral resource estimate. Establishing a
current mineral resource estimate on the Lingman Lake deposit will
require further evaluation, which the Company and its consultants
intend to complete in due course. Additional information regarding
historical resource estimates is available in the technical report
entitled, "Technical Report on the Lingman Lake Property" dated
December 20, 2013, prepared by Walter Hanych, P.Geo., and Frank
Racicot, P.Geo., available on the Company's SEDAR profile
at www.sedar.com
To find out more about Signature Resources
Limited, visit our website at
www.signatureresources.ca, or contact:
Walter HanychChief Executive Officer705.446.5379
Cautionary Notes
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 contains forward-looking
statements which are not statements of historical fact.
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, use of proceeds of the Offering,
closing of future tranches of the Offering and proceeds therefrom,
acceptance of regulatory filings by the Exchange, 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 changes
in general economic and financial market conditions, 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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