Independence Gold Corp. (TSX.V: IGO) (the
"Company") wishes to announce that it has closed the non-brokered
private placement announced on July 22, 2020.
The Company has issued 14,285,714 units priced
at $0.07 per unit (the “Units”) for gross proceeds of C$
1,000,000. Each Unit issued under the private placement consisted
of one common share in the capital of the Company (a, “Common
Share”) and one transferable common share purchase warrant (a
“Warrant”). Each Warrant entitles the holder thereof to purchase
one additional Common Share of the Company at a price of $0.12 for
a period of two years from the date of closing, provided that if at
any time after the date that is four months after the date of
closing, the closing price of the Common Shares as traded on the
TSX Venture Exchange (the “Exchange”) is equal to or greater than
$0.25 for 10 consecutive trading days, the Company shall have the
right to accelerate the expiry date of the Warrants by giving
notice to Warrant holders, via a news release issued within 10
business days of the last day of such 10 day trading period, of its
exercise of such right and thereafter the Warrants will, without
further notice or act by the Issuer, automatically expire and be of
no further force and effect at 4:00 P.M. (Vancouver time) on the
date that is 30 days after the issuance of said news release, or
such later date as may be stated in the news release.
Newmont Corporation (“Newmont”) has elected to
maintain its pro rata ownership percentage and as of the closing of
the private placement, it currently holds (i) 13,759,165 Common
Shares, representing approximately 19.44% of the issued and
outstanding Common Shares and (ii) 2,874,285 Warrants, representing
approximately 19.27% of the issued and outstanding Warrants,
inclusive of finders warrants, issued under the private
placement.
Insiders of the Company participated in the
private placement on the same terms and conditions as non-arm’s
length subscribers, subscribing for a total of 3,174,286 Units for
aggregate proceeds of C$222,200. The issuance of these securities
to the insiders of the Company are “related party transactions”
under the policies of the Exchange and Multilateral Instrument
61-101 Protection of Minority Security Holders in Special
Transactions (“MI 61-101”). The Company is relying on exemptions
from the minority shareholder approval and formal valuation
requirements applicable to the related party transactions under
Sections 5.7(b) and 5.5(b), respectively, of MI 61-101. There
has been no prior formal valuation of the common shares and
Warrants issued as there has not been any necessity to do so. The
Private Placement has been reviewed and unanimously approval by the
Company’s board of directors, including the independent
directors.
Proceeds from the private placement will be used
to fund the upcoming exploration programs at the 3Ts, Merit and
Nicoamen properties, and may also be used for general and
administrative purposes.
In connection with the private placement, the
Company paid finders fees of $43,980 and 628,286 non-transferable
finder’s warrants with each finder’s warrant exercisable on the
same terms, subject to the same acceleration provisions as the
Warrants comprising part of the Units, All securities issued
in the private placement are subject to a hold period expiring four
months and one day from the date of issuance.
Newmont, through its wholly owned subsidiary,
Goldcorp Inc. acquired 2,874,285 Units of the Company for an
aggregate purchase price of $201,200. Immediately prior to the
acquisition, Newmont beneficially owned or exercised control or
direction over 10,884,880 Common Shares, representing approximately
19.27% of the issued and outstanding Common Shares and nil
Warrants. In the event that Newmont should exercise all of the
Warrants, Newmont would hold 16,633,450 Common Shares, representing
approximately 22.58% of the issued and outstanding Common Shares
(on a partially diluted basis). Newmont acquired the Units for
investment purposes. Newmont will evaluate its investment in the
Company from time to time and may, based on such evaluation, market
conditions and other circumstances, increase or decrease its
shareholdings as circumstances require through market transactions,
private agreements, or otherwise.
Newmont’s address is 6363 South Fiddler’s Green
Circle, Suite 800, Greenwood Village, CO, 80111. The Company’s
address is 2300-550 Burrard Street, Vancouver, British Columbia,
Canada, V6C 2B5. A copy of the early warning report filed by
Newmont in connection with the private placement is or will be
available on the Company’s SEDAR profile and may be obtained from
Newmont by contacting Jessica Largent (303-837-5484).
ON BEHALF OF THE BOARD OF INDEPENDENCE
GOLD CORP.
“Randy Turner”
Randy Turner, President and CEO
Neither the 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.
All statements in this press release, other than
statements of historical fact, are "forward-looking information"
with respect to Independence within the meaning of applicable
securities laws, including statements with respect to the
Company’s planned drilling and exploration activities. The Company
provides forward-looking statements for the purpose of conveying
information about current expectations and plans relating to the
future and readers are cautioned that such statements may not be
appropriate for other purposes. By its nature, this information is
subject to inherent risks and uncertainties that may be general or
specific and which give rise to the possibility that expectations,
forecasts, predictions, projections or conclusions will not prove
to be accurate, that assumptions may not be correct and that
objectives, strategic goals and priorities will not be achieved.
These risks and uncertainties include but are not limited to those
identified and reported in Independence’s public filings under
Independence Gold Corp.’s SEDAR profile at www.sedar.com.
Although Independence has attempted to identify important
factors that could cause actual actions, events or results to
differ materially from those described in forward-looking
information, there may be other factors that cause actions, events
or results not to be as anticipated, estimated or intended. There
can be no assurance that such information will prove to be accurate
as actual results and future events could differ materially from
those anticipated in such statements. Independence disclaims
any intention or obligation to update or revise any forward-looking
information, whether as a result of new information, future events
or otherwise unless required by law.
UNITED STATES ADVISORY. The securities
referred to herein have not been and will not be registered under
the United States Securities Act of 1933, as amended (the "U.S.
Securities Act"), have been offered and sold outside the United
States to eligible investors pursuant to Regulation S promulgated
under the U.S. Securities Act, and may not be offered, sold, or
resold in the United States or to, or for the account of or benefit
of, a U.S. Person (as such term is defined in Regulation S under
the United States Securities Act) unless the securities are
registered under the U.S. Securities Act, or an exemption from the
registration requirements of the U.S. Securities Act is available.
Hedging transactions involving the securities must not be conducted
unless in accordance with the U.S. Securities Act. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of
securities in the state in the United States in which such offer,
solicitation or sale would be unlawful.
For further information please contact Randy Turner at
604-687-3959 or info@ingold.ca.
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