Sage Gold (SGX:tsxv) to Acquire Remaining 40 Interest in Clavos
Sage to Acquire Remaining 40{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} Interest in Clavos
Sage Gold Inc. (TSX VENTURE:SGX) (“Sage”) has entered into an agreement to acquire the remaining 40{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} interest in the Clavos Gold property (“Clavos”) located in Timmins, Ontario from St Andrew Goldfields Ltd., a wholly-owned subsidiary of Kirkland Lake Gold Inc. (collectively referred to as “Kirkland Lake Gold”).
As part of the agreement, Sage is required to pay Kirkland Lake Gold $1,000,000 in cash and grant Kirkland Lake Gold a two percent (2{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce}) Net Smelter Return Royalty (“Royalty”) over Clavos. Sage may at any time purchase one-half of the Royalty by providing Kirkland Lake Gold written notice as well as a cash payment of $1,000,000, which will thereby reduce the Royalty rate to one percent (1{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce}). On completion of this agreement Sage will own 100{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} of Clavos, subject to certain pre-existing royalty interests.
The agreement is subject to a number of conditions including the completion of an equity investment of $1.85 million by CRH Mezzanine Pte. Ltd. a wholly-owned subsidiary of Cartesian Royalty Holdings Pte. Ltd and regulatory approval. This equity investment forms part of an $11.5 million financing package to be provided by Cartesian Royalty Holdings Pte. Ltd. The financing will be used to fund the purchase of Kirkland Lake Gold’s interest in Clavos, the development and restart of the Clavos Gold project, retire outstanding secured debt and fund working capital.
About Sage Gold
The Company 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 property in Timmins and the 100{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} owned Lynx copper, gold, silver property 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.
Sage Gold Inc. (SGX:tsxv) Signs Term Sheet for Financial Package of $11.5 Million
Sage Gold Inc. – Project and Equity Financing
– Momentum Public Relations –
Press Release: September 30, 2016
Sage Gold Inc. (the “Corporation“) (TSX VENTURE:SGX) is pleased to announce that it has executed a binding Term Sheet with Cartesian Royalty Holdings Pte Ltd. (“CRH”) to provide the Corporation with a financing package of C$11.5 million (the “Financing”) to fund the development and restart of the Corporation’s Clavos project (“Clavos”) situated in the Timmins mining camp in Ontario, Canada.
The financing package comprises a C$9.65 million secured gold prepayment investment (the “Gold Prepayment”) and a C$1.85 million equity investment (the “Equity Investment”).
Under the Equity Investment, CRH will invest C$1.85 million in exchange for units of the Corporation at a price of C$0.10 per unit. Each unit will consist of one common share and one common share purchase warrant, with each warrant exercisable for one common share at a price of Canadian 15.75 cents for a period of three years. The investment will be structured such that CRH will not at any time own more than 19.9{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} of the issued and outstanding common shares of the Corporation. CRH agreed to escrow up to 25{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} of the common shares that it acquires for a term to be agreed by the parties. CRH will have a participation right in any future equity financings by the Corporation in order to maintain CRH’s equity position.
Under the terms of the Gold Prepayment, CRH will commit to providing the Corporation with C$9.65 million payable in two tranches. In consideration, the Corporation will agree to deliver to CRH 15.0{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} of gold produced at Clavos commencing on the later of (i) the beginning of Commercial Production and (ii) 12 months from the date of payment of the first tranche of the Gold Prepayment, but in all cases no later than December 27, 2017, for a period of 72 months of Commercial Production, subject to a minimum total delivery of 16,100 ounces of gold (“Minimum”) and a maximum of 26,000 ounces of gold (“Maximum”). In the event that the Minimum has not been delivered within 72 months of Commercial Production at Clavos, the delivery obligation will continue until the Minimum has been delivered to CRH. The obligations of the Corporation under the Gold Prepayment will be secured against all of the assets of the Corporation, including its interest in the Clavos project.
The completion of the Financing is subject to a number of conditions including satisfactory due diligence by CRH, regulatory approval, including the approval of the TSX Venture Exchange and preparation of definitive documentation. In addition, the Corporation is required to reach agreement to acquire the 40{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} joint venture interest in the Clavos project that it does not currently own and to arrange for the repayment of the Corporation’s existing secured credit facility. A portion of the proceeds of the equity investment is allocated to the acquisition of the joint venture interest.
Subject to satisfaction of the conditions precedent, the signing of the definitive agreement for the Gold Prepayment and the completion of the Equity Investment are scheduled to occur on October 27, 2016, with funding under the Gold Prepayment to occur by no later than November 11, 2016.
Nigel Lees, President and CEO of the Corporation stated, “We are very pleased to be entering into this transaction with CRH. The funds generated through the equity and streaming investments will allow the Corporation to reopen the Clavos mine, strengthen the Corporation’s balance sheet and provide ongoing working capital. Sage is preparing the necessary documentation to meet all regulatory requirements including filing with the Ministry of Northern Development and Mines a “Notice of Project Status” to change the status of the Clavos project from inactive to active. The change in status will allow the Corporation to produce up to 700 tonnes per day as defined in the Closure Plan and subsequent amendments. We are eager to dewater and rehabilitate the underground workings at Clavos in that it will allow the Corporation to begin defining the stope blocks and provide underground drill stations to test the down plunge extensions of the existing zones. We are in an environment of C$1700 plus gold prices which enhances the economics of the Clavos project.”
Peter Yu, Director of CRH stated, “Clavos is a unique high-grade project that is permitted for production and located in a premier Canadian mining jurisdiction. We are confident that Nigel Lees and the Sage team are the right group to lead the project back to successful production and unlock Clavos’ value.”
Highlights of the Clavos mine:
- New NI43-101 resource estimate completed in October 2012 includes Indicated mineral resources of 1,258,400 tonnes at 4.81 g/t Au totaling 194,600 ounces of gold and Inferred mineral resources of 796,000 tonnes at 4.7 g/t Au, representing 120,000 ounces. These resources are reported at a base case cut-off grade of 2.75 g/t Au and individual assays have been capped at 60 g/t.
- St. Andrew Goldfields (“SAS”) invested $35 million on the development of the Clavos deposit (SAS is now wholly owned by Kirkland Lake Gold).
- The existing infrastructure in place includes; underground ramp access to the 300 metre level, underground levels developed every 25 metres, power to site, surface ventilation system and water management system
- In preparation for definition and exploration drilling of the existing mine workings following the planned dewatering, Sage has successfully completed a 3D modeling exercise in Datamine which incorporates the entire Clavos database including all drilling, assaying, digitized lithological interpretations and the location of the underground workings. The assay data was differentiated between different lithological units and was decluttered to remove the distortion of higher drill densities in certain parts of the deposit. The purpose of this exercise was to analyze the correlation between gold concentrations, lithological host units and structural controls in the deposit.
The current plan of Sage is to complete a reserve estimate and a pre-feasibility study regarding the Clavos project. If a production decision is eventually made which is not based on a feasibility study of mineral reserves demonstrating economic and technical viability prepared in accordance with National Instrument 43-101, readers are cautioned that there is increased uncertainty and higher risk of economic and technical failure associated with such production decisions.
The scientific and technical disclosure in this press release has been reviewed and approved by Mr. Robert Ritchie, P.Eng., a consultant to the Corporation, who is a qualified person within the meaning of National Instrument 43-101.
CRH, which has its head office at 10 Changi Business Park Central 2, #05-01 HansaPoint, Singapore 486030, will be filing an early warning report in connection with the Equity Investment in accordance with applicable Canadian securities laws. The exact number of units to be acquired by CRH which have voting rights is not determinable on the date of this press release. However, as described above, such number will be equal to 19.99{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} of the issued and outstanding shares of the Corporation on the date of closing of the Equity Investment. CRH does not currently beneficially own, or exercise control or direction over, any securities of the Corporation. The total consideration to be paid by CRH under the Equity Investment is C$1.85 million. Such early warning report will be available under the Corporation’s SEDAR profile at www.sedar.com or by contacting Andrew Wehrley of CRH at (212)461-6363.
About Sage Gold Inc.
The Corporation 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 property, 60{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} owned, in Timmins and the 100{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} owned Lynx copper, gold, silver property 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.
Sage Gold (SGX:tsxv) Announces Closing of Oversubscribed Flow-Through Private Placement
Sage Gold (SGX:tsxv) Announces Closing of Flow-Through Private Placement
– Momentum Public Relations –
Press Release: September 13th,2016
Sage Gold Inc. (the “Corporation”) (TSX VENTURE:SGX) is pleased to announce that, further to its press release dated August 29, 2016, it has completed the closing of its non-brokered private placement (the “Offering“). The issue was oversubscribed. The Corporation will be issuing 6,250,000 Units at a price of $0.10 per Unit for gross proceeds of $625,000. Each Unit will include one common share of the Corporation issued on a flow-through basis (“Flow-Through Share”) plus one half (1/2) of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each whole Warrant entitles its holder to purchase one Common Share (a “Warrant Share”) at an exercise price of $0.20 for a period of 24 months following the Closing Date, whereupon the Warrants will expire.
The securities issued pursuant to the Offering will be subject to a four (4) month and one (1) day statutory hold period. In connection with the Offering, a finder’s fee of $20,750 will be paid in cash and 207,500 in compensation shares to certain eligible finders. The outstanding shares after this financing are 43,098,481 shares. The Corporation intends to use the net proceeds from the Offering to incur Canadian Exploration Expenses (CEE) on its Onaman and Clavos projects.
If the Corporation’s shares trade at or above $0.30 per share for 20 consecutive trading days, the Corporation may, at any time after the expiry of the statutory hold period, accelerate the expiration of the Warrants upon not less than 30 days written notice by the Corporation, and thereafter repurchase any unexercised Warrants at $0.001 per underlying common share.
Two (2) insiders of the Company participated 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“). Mr. Gary Robertson, a Director of the Company, purchased, 300,000 Units pursuant to the Offering and will own or control 853,483 shares or approximately 2.0{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} of the total shares issued and outstanding after the completion of the Offering and Nigel Lees, Chief Executive Officer, purchased indirectly 170,000 Units pursuant to the Offering and will own or control 4,282,881 shares or approximately 10{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} of the total shares issued and outstanding after the completion of the Offering. The Offering was exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the Company is not listed under a specified market (as set out in section 5.5(b) of 61-101) and the fair market value of the shares issued to, nor the consideration paid by Mr. Robertson or Mr. Lees exceeded 25{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} of the Company’s market capitalization. No new insiders were created, nor has any change of control occurred as a result of the Offering.
Director Resignation
The Company announces that Mr. Sandy Chim has requested that he step down from the Board of Directors of the Corporation. Mr. Chim has and will continue to be a strong supporter of Sage. The Board thanks Mr. Chim for the wisdom and guidance that he has tirelessly provided over the past several years.
About Sage Gold
The Company 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 property, 60{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} owned, in Timmins and the 100{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} owned Lynx copper, gold, silver property 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.
Sage Gold Inc. (SGX:V) Increases Flow-Through Private Placement
Sage Gold Inc. (SGX:V) Increases Flow-Through Private Placement
– Momentum Public Relations –
Press Release: August 29, 2016
Sage Gold Inc. (the “Corporation”) (TSX VENTURE:SGX) is pleased to announce that following the Press Release of August 25, 2016, it intends to increase the previously announced non-brokered Private Placement from 3 million Units to 5 million Units (the “Offering”), subject to regulatory approval.
The Offering will consist of the sale of a total of approximately 5 million Units that include one common share of the Corporation issued on a flow through basis (“Flow – Through Share”) plus one half (1/2) of one Common Share purchase warrant (each whole warrant, a “Warrant”) for gross proceeds of Cdn$500,000.
The Offering price is $0.10 per Unit with each Warrant entitling its holder to purchase one Common Share (a “Warrant Share”) at an exercise price of $0.20 for a period of 24 months following the closing date, whereupon the Warrants will expire. Eligible finders may receive cash, shares or compensation warrants up to 10{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} of the Offering.
It is anticipated that 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”).
If the Corporation’s shares trade at or above $0.30 per share for 20 consecutive trading days, the Corporation may, at any time after the expiry of the statutory hold period, accelerate the expiration of the Warrants upon not less than 30 days written notice by the Corporation, and thereafter repurchase any unexercised Warrants at $0.001 per underlying common share.
The Corporation may at its discretion sell additional common share units to raise additional proceeds of up to twenty five per cent (25{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce}) of the Gross Proceeds of the Offering.
Securities issued pursuant to the Offering shall be subject to a four-month hold period commencing on the Closing Date under applicable Canadian securities laws. The Corporation intends to use the net proceeds from the Offering to incur Canadian Exploration Expenses (CEE) on its Onaman and Clavos projects.
The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange and the securities regulatory authorities.
The Company 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 property in Timmins and the 100{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} owned Lynx copper, gold, silver property 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
Sage Gold Inc. (SGX:V) Announces Non-Brokered Private Placement
Sage Gold Inc. (SGX:V) Announces Non-Brokered Private Placement
– Momentum Public Relations –
Press Release: August 25, 2016
Sage Gold Inc. (the “Corporation”) (TSX VENTURE:SGX) is pleased to announce that it intends to complete a non-brokered private placement (the “Offering”), subject to regulatory approval.
The Offering will consist of the sale of approximately 3 million Units that include one common share of the Corporation issued on a flow through basis (“Flow – Through Share”) plus one half (1/2) of one Common Share purchase warrant (each whole warrant, a “Warrant”) for gross proceeds of Cdn$300,000.
The Offering price is $0.10 per Unit with each Warrant entitling its holder to purchase one Common Share (a “Warrant Share”) at an exercise price of $0.20 for a period of 24 months following the closing date, whereupon the Warrants will expire. Eligible finders may receive cash or compensation warrants up to 10{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} of the Offering.
It is anticipated that 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”).
If the Corporation’s shares trade at or above $0.30 per share for 20 consecutive trading days, the Corporation may, at any time after the expiry of the statutory hold period, accelerate the expiration of the Warrants upon not less than 30 days written notice by the Corporation, and thereafter repurchase any unexercised Warrants at $0.001 per underlying common share.
The Corporation may at its discretion sell additional common share units to raise additional proceeds of up to fifty per cent (50{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce}) of the Gross Proceeds of the Offering.
Securities issued pursuant to the Offering shall be subject to a four-month hold period commencing on the Closing Date under applicable Canadian securities laws. The Corporation intends to use the net proceeds from the Offering to incur Canadian Exploration Expenses (CEE) on its Onaman and Clavos projects.
The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange and the securities regulatory authorities.
About Sage Gold
The Company 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 property in Timmins and the 100{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} owned Lynx copper, gold, silver property 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.
Sage Gold Inc. (SGX:V) Clavos Update: Progress in Restarting Production
Sage Gold Inc. – Clavos Update: Progress in Restarting Production
– Momentum Public Relations –
Press Release: August 08, 2016
Sage Gold Inc. (TSX VENTURE:SGX) has made considerable progress in restarting production at the Clavos gold mine site in Timmins, Ontario.
Approximately $35 million was spent on the Clavos underground infrastructure and the mine was briefly in production from 2005 to 2007. Since acquiring an interest, Sage has spent approximately $4 million on compilation and analysis of the deposit, including surface exploration drilling, a new 43-101 Resource Study and Preliminary Economic Assessment. Before production can commence the existing mine workings will be dewatered and rehabilitated. The Company will then undertake underground definition and exploration drilling.
Sage is proceeding with advanced negotiations for project financing of Clavos including working capital needs of the Company as well as arrangements with nearby milling facilities for Clavos ore. The company is preparing the necessary documentation to meet all regulatory requirements including filing with the Ministry of Northern Development and Mines a “Notice of a Change of Status” of the Clavos mine site from inactive to active. The change of status will allow Sage to produce up to 700 tonnes per day of mineralized material from the Clavos mine pursuant to the existing Closure plan of 2004 as amended and accepted November 9, 2012.
Nigel Lees, President and CEO commented, “We remain very bullish on the future price of gold. The Clavos gold deposit is one of the few gold deposits in Canada with advanced permits situated in one of the most prolific and active gold camps in Canada. The improved investment environment for precious metal companies and the relatively low capital costs required to place Clavos into production has greatly facilitated the Company’s ability to move the project ahead.”
The base case for the preliminary economic assessment (PEA) of the Clavos project was published in March 2013 using a gold price of US$1500 at a time when the exchange ratio was 1:1 with the Canadian dollar. The current gold price in Canadian dollars is over $1750 per ounce.
Highlights of the PEA published in March 2013;
- NET PRESENT VALUE of $23.2MM (pre-tax) and $12.6MM (after-tax) at an 8{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} discount
- INTERNAL RATE OF RETURN of 71{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} (pre-tax) and 47{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} (after-tax) based on US$1500/oz of gold
- ANNUAL AVERAGE PRODUCTION of approximately 20,000 oz. of gold per year
- Initial CAPEX of $14.1 million
- 2 YEAR PAYBACK from start of production with 7 year mine life
- Average HEAD GRADE of gold ranging from 6.45 g/t in Year 1 to 4.37g/t in Year 7
Note – assumes an exchange rate of 1:1 of CDN to US Dollar;
- tax rates are based on a blended rate between Sage and SAS (now Kirkland Lake Gold)
- excludes any financing costs
- contingency on capital expenditures of 30{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce}
- CAPEX figures represents 100{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} of financing
The PEA does not indicate the economic viability of the mineral resource and is preliminary in nature, includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves and that there is no certainty that the PEA will be realized. Mineral resources that are not mined reserves do not have demonstrated economic viability.
The PEA on the Clavos deposit was prepared by R. Ritchie P.Eng, an Independent Qualified Person. Mr. Ritchie provided overall responsibility for the technical content related to the Clavos PEA which includes the mining study CAPEX and OPEX cost estimates and conceptual economics.
GEOLOGICAL MODELLING
In preparation for definition and exploration drilling of the existing mine workings following the planned dewatering, Sage has successfully completed a 3D modeling exercise in Datamine which incorporates the entire Clavos database including all drilling, assaying, digitised lithological interpretations and the location of the underground workings. The assay data was differentiated between different lithological units and was decluttered to remove the distortion of higher drill densities in certain parts of the deposit. The purpose of this exercise was to analyze the correlation between gold concentrations, lithological host units and structural controls in the deposit.
The technical content of this news release has been reviewed and approved by Sage’s consulting geologist, Peter Hubacheck P.Geo. of Hubacheck Consulting Geologists Inc., who is a qualified person (QP) as defined by NI 43-101.
For further information please refer to our new website www.sagegoldinc.com designed to better inform the shareholders and the public about the Company.
About Sage Gold
The Company 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 property in Timmins and the 100{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} owned Lynx copper, gold, silver property 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.
Sage Gold Inc. Announces Closing of Second and Final Tranche of Private Placement
Sage Gold Inc. Announces Closing of Second and Final Tranche of Private Placement
– Momentum Public Relations –
Press Release: June 7, 2016
Sage Gold Inc. (TSX VENTURE:SGX) is pleased to announce that, further to its press release dated May 26, 2016, it has completed the second and final tranche closing of its non-brokered private placement (the “Offering“). The Company will be issuing 5,610,000 Units at a price of $0.05 per Unit for gross proceeds of $280,500. Each unit will consist of one common share of the Corporation (a “Common Share”) plus one half (1/2) Common Share purchase warrant (a “Warrant”). Each full Warrant entitles its holder to purchase one Common Share (a “Warrant Share”) at an exercise price of $0.10 for a period of 24 months following the Closing Date, whereupon the Warrants will expire.
The securities issued pursuant to the Offering will be subject to a four (4) month and one (1) day statutory hold period. In connection with the Offering, a finder’s fee of $16,200 will be paid in cash to certain eligible finders on the second tranche. The Corporation intends to use the net proceeds from the Offering for general working capital purposes.
The offering was over-subscribed and the total units issued were 10,695,000 with total proceeds of $534,750. The outstanding shares after this financing are 36,640,981.
If the Corporation’s shares trade at or above $0.20 per share for 20 consecutive trading days, the Corporation may, at any time after the expiry of the statutory hold period, accelerate the expiration of the Warrants upon not less than 30 days written notice by the Corporation, and thereafter repurchase any unexercised Warrants at $0.001 per underlying common share.
One (1) insider of the Company participated in the Offering, thereby making the Offering a “related party transaction” as defined underMultilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). Mr. Peter Freeman, a Director of the Company, purchased, 100,000 Units pursuant to the Offering and will own or control 561,667 shares or approximately 1.5{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} of the total shares issued and outstanding after the completion of the Offering. The Offering was exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the Company is not listed under a specified market (as set out in section 5.5(b) of 61-101) and the fair market value of the shares issued to, nor the consideration paid by Mr. Freeman exceeded 25{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} of the Company’s market capitalization. No new insiders were created, nor has any change of control occurred as a result of the Offering.
About Sage Gold
The Company 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 property in Timmins and the 100{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} owned Lynx copper, gold, silver property 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.
Sage Gold Inc. Updates Private Placement
Sage Gold Inc. Updates Private Placement
– Momentum Public Relations –
Press Release: May 26, 2016
Sage Gold Inc. (TSX VENTURE:SGX) is pleased to announce that, further to its press release dated May 11, 2016, it plans to close the second and final tranche of its non-brokered private placement (the “Offering“). The Company will be issuing up to 5,000,000 Units at a price of $0.05 per Unit for gross proceeds of up to $250,000. Each unit will consist of one common share of the Corporation (a “Common Share”) plus one half (1/2) Common Share purchase warrant (a “Warrant”). Each full Warrant entitles its holder to purchase one Common Share (a “Warrant Share”) at an exercise price of $0.10 for a period of 24 months following the Closing Date, whereupon the Warrants will expire. The Offering remains subject to final TSX Venture Exchange approval.
The securities issued pursuant to the Offering will be subject to a four (4) month and one (1) day statutory hold period. In connection with the Offering, a finder’s fee of up to 8{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} will be paid in cash to certain eligible finders. The Corporation intends to use the net proceeds from the Offering for general working capital purposes.
If the Corporation’s shares trade at or above $0.20 per share for 20 consecutive trading days, the Corporation may, at any time after the expiry of the statutory hold period, accelerate the expiration of the Warrants upon not less than 30 days written notice by the Corporation, and thereafter repurchase any unexercised Warrants at $0.001 per underlying common share.
About Sage Gold
The Company 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 property in Timmins and the 100{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} polymetallic owned Lynx property 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.
Sage Gold Inc. Announces Closing of Private Placement and Early Warning Notice
Sage Gold Inc. Announces Closing of Private Placement and Early Warning Notice
– Momentum Public Relations –
Press Release: May 11, 2016
Sage Gold Inc. (TSX VENTURE:SGX) is pleased to announce that, further to its press release dated April 26, 2016, on May 10th, 2016 it completed the closing of its first tranche of its non-brokered private placement (the “Offering“). The Company issued 5,085,000 Units at a price of $0.05 per Unit for gross proceeds of $254,250. Each unit will consist of one common share of the Corporation (a “Common Share”) plus one half (1/2) Common Share purchase warrant (a “Warrant”). Each full Warrant entitles its holder to purchase one Common Share (a “Warrant Share”) at an exercise price of $0.10 for a period of 24 months following the Closing Date, whereupon the Warrants will expire.
The securities issued pursuant to the Offering will be subject to a four (4) month and one (1) day statutory hold period. In connection with the Offering, a finders fee of up to 8{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} was paid in cash to certain eligible finders. The Corporation intends to use the net proceeds from the Offering for general working capital purposes.
If the Corporation’s shares trade at or above $0.20 per share for 20 consecutive trading days, the Corporation may, at any time after the expiry of the statutory hold period, accelerate the expiration of the Warrants upon not less than 30 days written notice by the Corporation, and thereafter repurchase any unexercised Warrants at $0.001 per underlying common share.
Three (3) insiders of the Company participated in the Offering, thereby making the Offering a “related party transaction” as defined underMultilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). Mr. Patrick Mars, Chairman of the Company, Mr. Nigel Lees, President and Chief Executive Officer of the Company and Mr. David McDonald, Chief Financial Officer of the Company, purchased, in the aggregate, 2,325,000 Units pursuant to the Offering.
Mr. Mars purchased 200,000 Units and will own or control 1,362,555 Shares or approximately 4.4{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} of the total Shares issued and outstanding after the completion of the Offering. Mr. Lees purchased 2,000,000 Units and will own or control 3,862,881 Shares or approximately 12.4{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} of the total Shares issued and outstanding after the completion of the Offering. Mr. McDonald purchased 125,000 Units and will own or control 275,000 Shares or approximately 0.9{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} of the total issued and outstanding Shares after the completion of the Offering. The Offering was exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the Company is not listed under a specified market (as set out in section 5.5(b) of 61-101) and the fair market value of the Shares issued to, nor the consideration paid by, Messrs. Mars, Lees and McDonald exceeded 25{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} of the Company’s market capitalization. No new insiders were created, nor has any change of control occurred, as a result of the Offering.
EARLY WARNING NOTICE
Prior to the completion of the Offering transaction, Mr. Lees owned 1,862,881 common shares of the Company representing approximately 7.2{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} of the issued and outstanding common shares of the Company. Upon completion of the Offering, the 3,862,881 common shares owned or controlled, directly or indirectly, by Mr. Lees, represent approximately 12.45{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} of the Company’s issued and outstanding common shares on a non-diluted basis, and approximately 16.5{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} on a partially-diluted basis (assuming exercise of Mr. Lees’ convertible securities). Depending on market and other conditions, or as future circumstances may dictate, Mr. Lees may from time to time increase or decrease his holdings of common shares or other securities of the Company. This portion of the news release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related TakeOver Bid and Insider Reporting Issues of the Canadian Securities Administrators, which also requires an early warning report to be filed with the applicable securities regulators containing additional information with respect to the foregoing matters. A copy of Mr. Lees’ early warning report in respect of this transaction will be available on the Company’s issuer profile on SEDAR atwww.sedar.com.
The existing shares were acquired for investment purposes. Mr. Lees may, from time to time, on an individual or joint basis, acquire additional securities of the corporation, dispose of some or all of the existing or additional securities he holds or will hold, or may continue to hold his current position.
A copy of the early warning report in respect of this transaction has been filed with the applicable securities commissions and can be found on SEDAR.
About Sage Gold
The Company 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 100{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} polymetallic owned Lynx property and other exploration properties in the Beardmore-Geraldton Gold Camp and the Clavos Gold property in Timmins. 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.
Sage Gold Inc. Announces Non-Brokered Private Placement and Extends Debt Facility
Sage Gold Inc. Announces Non-Brokered Private Placement and Extends Debt Facility
– Momentum Public Relations –
Press Release: April 29, 2016
Sage Gold Inc. (TSX VENTURE:SGX) is pleased to announce that it intends to complete a non-brokered private placement (the “Offering”), subject to regulatory approval. The Offering will consist of the sale of approximately 7,000,000 units at the price of $0.05 per unit.
Each unit will consist of one common share of the Corporation (a “Common Share”) plus one half (1/2) Common Share purchase warrant (a “Warrant”). Each full Warrant entitles its holder to purchase one Common Share (a “Warrant Share”) at an exercise price of $0.10 for a period of 24 months following the Closing Date, whereupon the Warrants will expire.
It is anticipated that 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”).
If the Corporation’s shares trade at or above $0.20 per share for 20 consecutive trading days, the Corporation may, at any time after the expiry of the statutory hold period, accelerate the expiration of the Warrants upon not less than 30 days written notice by the Corporation, and thereafter repurchase any unexercised Warrants at $0.001 per underlying common share.
The Corporation may at its discretion sell additional common share units to raise additional proceeds of up to thirty per cent (30{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce}) of the Gross Proceeds of the Offering.
Securities issued pursuant to the Offering shall be subject to a four-month hold period commencing on the Closing Date under applicable Canadian securities laws. The Corporation intends to use the net proceeds from the Offering for general working capital purposes.
The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange and the securities regulatory authorities.
Debt Facility – The Corporation has exercised its option to extend the secured term debt facility (the “Facility”) to October 15, 2016. An extension fee of $61,000 and accrued interest of 12{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} annually will be paid at maturity. The current principal and interest owed is $2.27 million. All other material terms and conditions of the Facility remain unchanged.
About Sage Gold
Sage Gold 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 100{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} polymetallic owned Lynx property and other exploration properties in the Beardmore-Geraldton Gold Camp and the Clavos Gold property in Timmins. 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.