VANCOUVER, BC, June 16, 2020 /CNW/ - NxGold Ltd.
("NxGold" or the "Company") (TSXV: NXN) is pleased to
announce that it has closed its previously announced non-brokered
private placement by issuing 5,000,000 units ("Units") at a
price of $0.20 for gross proceeds of
$1,000,000 (the "Offering").
Each Unit is comprised of one common share ("Common Share")
of the Company and one common share purchase warrant (a
"Warrant"). Each Warrant entitles the holder thereof
to purchase one Common share for a period of two years from the
closing of the Offering at a price of $0.30 per Common Share.
In connection with the Offering, the Company paid certain
eligible persons (the "Finders") a cash commission in total
of $17,100, equal to 6.0% of the
gross proceeds of the Offering delivered by Finders and issued a
total of 85,500 non-transferable broker warrants ("Broker
Warrants"), equal to 6.0% of the Units delivered by Finders
pursuant to the Offering. Each Broker Warrant entitles the
holder to purchase one Common Shares for a period of two years from
the closing of the Offering at a price of $0.30 per Common Share. The net proceeds
from the Offering will be used for general working capital
purposes.
All securities issued under the Offering are subject to a
restricted period of four months from the date of issuance.
The Offering is subject to the final approval of the TSX Venture
Exchange.
The Offering constituted a related party transaction within the
meaning of TSX Venture Exchange Policy 5.9 and Multilateral
Instrument 61-101 ("MI 61-101") as certain insiders of the
Company subscribed for an aggregate of 950,000 Units pursuant
to the Offering. The Company is relying on the exemptions from the
valuation and minority shareholder approval requirements of MI
61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as
the fair market value of the participation in the Offering by
insiders does not exceed 25% of the market capitalization of the
Company, as determined in accordance with MI 61-101. The
Company did not file a material change report in respect of the
related party transaction at least 21 days before the closing of
the first tranche of the Offering, which the Company deems
reasonable in the circumstances in order to complete the Offering
in an expeditious manner.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy nor shall there be any sale of any
of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The securities have not
been and will not be registered under the United States Securities
Act of 1933, as amended (the "U.S. Securities Act"), or the
securities laws of any state of the
United States and may not be offered or sold within
the United States (as defined in
Regulation S under the U.S. Securities Act) unless registered under
the U.S. Securities Act and applicable state securities laws or
pursuant to an exemption from such registration requirements.
Capital Markets Advisory Agreement
The Company also announces that it has entered into an agreement
with Red Cloud Financial Services Inc. ("Red Cloud FS") to
provide certain capital markets advisory services to the Company,
including assisting with increasing investor awareness and overall
marketing of the Company. Headquartered in Toronto, Ontario, Red Cloud FS is a globally
oriented resource focused financial services platform, offering
clients an extensive array of corporate access services including
advisory, marketing and media. The agreement with Red Cloud FS is
for an initial period of ten months at a cost of $8,000 per month.
About NxGold
NxGold is a Vancouver-based exploration company. The
Company has recently entered into an option agreement with Mega
Uranium Ltd. (TSX: MGA) to acquire a 100% interest in
the Ben Lomond and Georgetown
uranium projects in Australia
and owns 80% of the Mt. Roe gold project located in the
Pilbara region of Western Australia. The Company has
also entered into an earn-in agreement with Meliadine Gold Ltd. to
earn up to a 70% interest in the Kuulu Project (formerly known as
the Peter Lake Gold Project) in Nunavut.
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.
Cautionary Statement Regarding "Forward-Looking"
Information
This news release contains "forward-looking information"
within the meaning of applicable Canadian securities legislation.
"Forward-looking information" includes, but is not limited to,
statements with
respect to activities, events or developments that the Company expects or anticipates will or may occur in
the future including whether the proposed acquisition will be
completed. Generally, but not always, forward-looking information
and statements can be identified by the use of words such as
"plans", "expects", "is expected", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates", or
"believes" or the negative connotation thereof or variations of such words and phrases or state that certain
actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or
the negative connotation thereof.
Such forward-looking information and statements are based on
numerous assumptions, including among others, that general business
and economic conditions will not change in a material adverse
manner, that financing will be available if and when needed and on
reasonable terms, and that third party contractors, equipment and
supplies and governmental and other approvals required to conduct
the Company's planned exploration activities will be available on
reasonable terms and in a timely manner. Although the assumptions
made by the Company in providing forward-looking information or
making forward-looking statements are considered reasonable by
management at the time, there can be no assurance that such
assumptions will prove to be accurate.
Forward-looking information and statements also involve known
and unknown risks and uncertainties and other factors, which may
cause actual events or results in future periods to differ
materially from any projections of future events or results
expressed or implied by such forward-looking information or
statements, including, among others: negative operating cash flow
and dependence on third party financing, uncertainty of additional
financing, no known mineral reserves or resources, reliance on key
management and other personnel, potential downturns in economic
conditions, actual results of exploration activities being
different than anticipated, changes in exploration programs based
upon results, and risks generally associated with the mineral
exploration industry, environmental risks, changes in laws and
regulations, community relations and delays in obtaining
governmental or other approvals.
Although the Company has attempted to identify important
factors that could cause actual results to differ materially from
those contained in the forward-looking information or implied by
forward-looking information, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can
be no assurance that forward-looking information and statements
will prove to be accurate, as actual results and future events
could differ materially from those anticipated, estimated or
intended. Accordingly, readers should not place undue reliance on
forward-looking statements or information. The Company undertakes
no obligation to update or reissue forward-looking information as a
result of new information or events except as required by
applicable securities laws.
SOURCE NxGold Ltd.