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.