Sage Gold Inc. Announces $250,000 Private Placement
TORONTO, ONTARIO--(Marketwired - Jun 11, 2014) - Sage Gold Inc.
("Sage" or the "Company") (TSX-VENTURE:SGX) is pleased to announce
that it intends to complete a non-brokered private placement for
aggregate gross proceeds of up to $250,000 (the "Offering"). The
Offering will consist of the sale of up to 12,500,000 special
warrants (each, a "Special Warrant") at $0.02 per Special Warrant.
Each Special Warrant shall be exercisable into one unit of the
Company ("Units"), with each Unit being comprised of one common
share (a "Common Share") and one Common Share purchase warrant (a
"Warrant"). Each Warrant shall be exercisable into one Common Share
a price of $0.03 per Common Share, or such other price as is
acceptable to applicable regulators after adjustment pursuant to a
share consolidation of the Common Shares (the "Exercise
Condition"), for a period of 24 months from the closing of the
Offering.
The Company is seeking approval from the TSX Venture Exchange
(the "TSX-V") pursuant to the TSX-V bulletin dated April 7, 2014 -
Discretionary Waivers of $0.05 Minimum Pricing Requirement
(the "Bulletin"), whereby the TSX-V maintains discretion to waive
the $0.05 minimum pricing requirement on a case by case basis. The
TSX-V may be amenable to waiving the $0.05 minimum pricing
requirement and permitting an issuer to complete a financing
involving the issuance of special warrants at a price of less than
$0.05 if the conversion of the special warrants into listed shares
is conditional upon the completion of a share consolidation at a
ratio that will result in the financing price to effectively be not
less than $0.05 per share on a post-consolidation basis. An annual
and special meeting of the shareholders of the Company is scheduled
to be held on June 18, 2014, whereby the Company will seek
shareholder approval to affect a consolidation of the issued and
outstanding Common Shares, in order to meet the requirements of the
TSX-V as set out in the Bulletin, on an up to one (1) for 100
basis, or on such other basis as may be required to meet the
continued listing requirements of the TSX-V.
If the Exercise Condition is not satisfied on the six (6) month
anniversary of closing date of the Offering, the Special Warrants
shall be redeemed at the subscription price for the Special
Warrants with interest at the rate of 10% per annum. If the
Exercise Condition is satisfied on or before the six (6) month
anniversary of closing date of the Offering, the Special Warrants
shall be deemed to be exercised for no further consideration
(without any further action on the part of the Special Warrant
holders) on the effective date of the Exercise Condition. The
Company shall use its reasonable best efforts to satisfy the
Exercise Condition.
The Company intends to use the net proceeds of the Offering for
working capital purposes. Completion of the Offering is subject to
the receipt of all necessary approvals including the approval
TSX-V. All securities issued pursuant to the Offering, including
any convertible securities, will be subject to a statutory
four-month and one day hold period. The Company anticipates closing
the first tranche of the Offering for gross proceeds of $75,000
through sale of 3,750,000 Special Warrants on or around the week of
June 16, 2014, which remains subject to regulatory approval. It is
further anticipated that finder's fees will be paid to eligible
finders in connection with the Offering.
It is anticipated that six insiders of the Company will
participate in the Offering, thereby making the Offering a "related
party transaction" as defined under Multilateral Instrument 61-101
- Protection of Minority Security Holders in Special
Transactions ("MI 61-101"). It is anticipated that Mr. Patrick
Mars, Chairman and a director of the Company, Mr. Nigel Lees,
President and Chief Executive Officer and a director of the
Company, Mr. Sandy Chim, a director of the Company, Mr. Gary
Robertson, a director of the Company, Mr. Peter Freeman, a director
of the Company and Mr. William Love, VP - Business Development of
the Company, will all participate in the Offering.
In connection with the proposed Offering, it is anticipated that
Patrick Mars will purchase 250,000 Special Warrants (he currently
owns or controls 2,822,833 Common Shares); Nigel Lees will purchase
600,000 Special Warrants (he currently owns or controls 4,420,726
Common Shares); Sandy Chim will purchase 500,000 Special Warrants
(he currently owns or controls 1,970,541 Common Shares); Gary
Robertson will purchase 375,000 Special Warrants (he currently owns
or controls 1,177,036 Common Shares); Peter Freeman will purchase
250,000 Special Warrants (he currently owns or controls 50,000
Common Shares); and Bill Love will purchase 250,000 Special
Warrants (he currently owns or controls 584,160 Common Shares). The
Offering will be exempt from the formal valuation and minority
shareholder approval requirements of MI 61-101 as neither the fair
market value of any Common Shares issued to or the consideration
paid by Messrs. Mars, Lees, Chim, Robertson, Freeman and Love will
exceed 25% of the Company's market capitalization.
Shares for Services
The Company has also agreed to settle an obligation of $31,560
owed to two arms-length consultants by issuing 631,200 Common
Shares based on an agreed price of $0.05 per Common Share, being
the discounted market price under TSX-V rules. The issuance
represents initial payments to two separate consultants pursuant to
two one-year consulting agreement. The consulting agreements
provide that a portion of the fees can be converted to Common
Shares. The Common Shares issued pursuant to the shares for
services transaction are subject to a statutory four month and one
day hold period.
About Sage
Sage is a mineral exploration and development company which has
primary interests in near-term production and exploration
properties in Ontario. Its main properties are the Clavos Gold
project in Timmins and the Lynx project and other exploration
properties in the Beardmore-Geraldton Gold Camp. Technical reports
and information relating to the properties can be obtained from the
System for Electronic Document Analysis and Retrieval (SEDAR)
website at www.sedar.com and www.sagegoldinc.com.
CAUTIONARY STATEMENT: Neither the TSXV nor its Regulation
Services Provider (as that term is defined in the policies of the
TSXV) accepts responsibility for the adequacy or accuracy of this
release. No stock exchange, securities commission or other
regulatory authority has approved or disapproved the information
contained herein. This News Release includes certain
"forward-looking statements", which often, but not always, can be
identified by the use of words such as "believes", "anticipates",
"expects", "estimates", "may", "could", "would", "will", or "plan".
These statements are based on information currently available to
Sage and Sage provides no assurance that actual results will meet
management's expectations. Forward-looking statements include
successful completion of the Offering, including receipt of
regulatory approval, shareholder approval of the Common Share
consolidation, satisfaction of the Exercise Condition, and
estimates and statements with respect to Sage's future plans,
objectives or goals, to the effect that Sage or management expects
a stated condition or result to occur, including Sage's business,
and financing plans. 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 Sage's
mineral properties, and Sage'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 Sage's activities; and
other matters discussed in this News Release and in filings made
with securities regulators. This list is not exhaustive of the
factors that may affect any of Sage's forward-looking statements.
These and other factors should be considered carefully and readers
should not place undue reliance on Sage's forward-looking
statements. Sage does not undertake to update any forward-looking
statement that may be made from time to time by Sage or on its
behalf, except in accordance with applicable securities laws.
Sage Gold Inc.Nigel LeesPresident and C.E.O.416-204-3170Sage
Gold Inc.Karen LevyInvestor
Relations416-204-3170416-260-2243www.sagegoldinc.com
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