Evergold Corp. (TSX-V: EVER, WKN: A2PTHZ)
(“
Evergold” or the “
Company”) is
pleased to announce that it has closed its previously announced
(news, September 7, 2023) non-brokered private placement financing
for aggregate gross proceeds of $1,242,200 through the issuance of
12,078,334 flow-through units (“
FT Units”) at a
price of $0.06 per FT Unit and 9,409,091 hard-dollar units of the
Company (“
HD Units”) at a price of $0.055 per HD
Unit (the “
Offering”). It is expected that the
majority of the gross proceeds from the sale of the FT Units will
be used to support first-ever drilling of the newly optioned DEM
property in central B.C. (news, August 2, 2023), which hosts a
large-scale copper-gold-silver porphyry target defined by multiple
supporting data sets. Further details on the DEM prospect may be
found on the Company’s website at
www.evergoldcorp.ca/projects/dem-property/ and in a NI 43-101
technical report entitled “Technical Report on the DEM Property”
dated August 30, 2023, posted thereon and on the Company’s issuer
profile at SEDAR+.
Each FT Unit is comprised of one (1) common
share of the Company qualifying as a “flow-through share” as
defined in subsection 66(15) of the Income Tax Act (Canada) (a
“FT Share”), and one (1) common share purchase
warrant (each whole warrant, a “Warrant”). Each
Warrant entitles the holder thereof to acquire one additional
common share of the Company (a “Warrant Share”) at
an exercise price of $0.08 per Warrant Share for a period of
twenty-four (24) months following the closing of the Offering. Each
HD Unit is comprised of one (1) common share of the Company (a
“Common Share”), and one (1) Warrant.
The gross proceeds from the issuance of the FT
Units will be used for “Canadian exploration expenses” on the
Company’s mineral properties and will qualify either as
"flow-through critical mineral mining expenditures" or
"flow-through mining expenditures" (the "Qualifying
Expenditures"), each as defined in subsection 127(9) of
the Income Tax Act (Canada). The Company intends to renounce the
Qualifying Expenditures to subscribers of FT Units for the fiscal
year ended December 31, 2023 and to incur the Qualifying
Expenditures on or before December 31, 2024. The net proceeds from
the issuance of HD Units will be used for both exploration and
general working capital purposes.
Certain insiders of the Company, (collectively,
the “Insiders”) subscribed to the Offering for an
aggregate of 1,409,091 HD Units and 458,334 FT Units. This issuance
of HD Units and FT Units to the Insiders constitutes a “related
party transaction” as such term is defined under Multilateral
Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions (“MI 61-101”). The Company is relying on an
exemption from the formal valuation and minority shareholder
approval requirements provided under MI 61-101 pursuant to section
5.5(a) and section 5.7(1)(a) of MI 61-101, on the basis that the
participation in the Offering by Insiders does not exceed 25% of
the fair market value of the Company’s market capitalization.
In connection with the Offering and as
previously announced, the Company entered into a fiscal advisory
agreement with Canaccord Genuity Corp.
(“Canaccord”), pursuant to which the Company has
compensated Canaccord in the amount of $25,000, payable in
hard-dollar units of the Company (the “Compensation
Units”) issued at a deemed price C$0.055 per Compensation
Unit. An aggregate of 454,545 Compensation Units were issued to
Canaccord, with each Compensation Unit being comprised of one
Common Share and one Warrant. In addition, the Company paid
commissions to certain finders of an aggregate of $42,990 in cash
and 725,000 finders warrants (the “Finder’s
Warrants”). Each Finder Warrant entitles the holder
thereof to purchase one (1) Common Share (a “Finder Warrant
Share”) at an exercise price of $0.055 per Finder Warrant
Share for a period of twenty-four (24) months from the closing of
the Offering.
The closing of the Offering is subject to
certain conditions, including but not limited to the final
acceptance of the TSX Venture Exchange. All securities issued in
connection with the Offering are subject to a hold period of four
months and one day from the Closing Date, in accordance with
applicable Canadian securities laws.
The Option Agreement to acquire the DEM Property
remains subject to receipt of all necessary regulatory and other
approvals, including the final approval of the TSXV and the
approval of disinterested shareholders of the Company, a vote in
regards to which is scheduled for October 10, 2023. In the event
such approvals are not obtained, the Company expects to re-direct
the gross proceeds of the FT Units to incur Qualifying Expenditures
on its other mineral properties.
Further to the Company’s news release dated
August 2, 2023, the Company carried out a supplementary analysis
with respect to whether or not the transaction is exempt from the
formal valuation and shareholder approval requirements of MI
61-101. The Company initially deemed the Option Agreement exempt
from the valuation and minority shareholder approval requirements
of MI 61-101 contained in sections 5.5(a) and 5.7(1) (a) of MI
61-101 on the basis of the fair market value of the acquisition of
the Option not exceeding 25% of the market capitalization of the
Company, as determined in accordance with MI 61-101. Upon further
analysis, the Company has deemed the fair market value of the
acquisition to exceed 25% of the market capitalization of the
Company. Accordingly, the Company will be relying on an exemption
from the valuation requirements of MI 61-101 by virtue of the
exemption contained in section 5.5(b) of MI 61-101 as the Common
Shares are not listed on a specified market. The Company is not
exempt from the minority shareholder approval requirement under
section 5.6 of MI 61-101; however it will be seeking disinterested
shareholder approval at a special meeting of shareholders to be
held on October 10, 2023, which shall satisfy the minority
shareholder approval requirements of MI 61-101. Please see the
Company’s management information circular dated August 25, 2023 for
further details.
The securities offered have not been registered
under the U.S. Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful.
About Evergold
Evergold Corp. is a TSX-V listed mineral
exploration company with projects in B.C. and Nevada. The Evergold
team has a track record of success in the junior mining space, most
recently the establishment of GT Gold Corp. in 2016 and the
discovery of the Saddle South epithermal vein and Saddle North
porphyry copper-gold deposits near Iskut B.C., sold to Newmont in
2021 for a fully diluted value of $456 million, representing a
1,136% (12.4 X) return on exploration outlays of $36.9 million.
For additional information, please contact:
Kevin M. Keough President and CEO Tel: (613)
622-1916kevin.keough@evergoldcorp.cawww.evergoldcorp.ca
Neither the 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.
Cautionary Statement Regarding
Forward-Looking Information
This news release includes certain
“forward-looking statements” which are not comprised of historical
facts. 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. Factors that could cause actual
results to differ materially from such forward-looking information
include, but are not limited to, the failure to obtain regulatory
approvals for the Offering, the failure to use the proceeds of the
Offering as outlined herein, failure to identify mineral resources,
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,
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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