Toronto, Ontario--(Newsfile Corp. - August 17, 2018) - Randsburg International Gold Corp. (TSXV: RGZ.H) ("Randsburg" or the "Company") is pleased to announce that it intends to complete a non-brokered private placement of 43,333,333 units (each, a "Unit"), each comprised of one common share in the capital of the Company (each, a "Common Share") and one common share purchase warrant (each, a "Warrant"). Each Warrant entitles the holder thereof to purchase one further Common Share for a period of 24 months following closing of the Offering at a price of $0.0075 per Common Share (the "Offering"). In addition, the Company is pleased to report that it has it has entered into debt conversion agreements (collectively, the "Debt Agreements") with certain creditors of the Company. Pursuant to the Debt Agreements, the Company proposes to settle $1,040,041 of debt by issuing 138,720,133 Common Shares at a deemed price of $0.0075 per Common Share (the "Debt Settlement"; together with the Offering, the "Transactions").
Closing of the Offering and Debt Settlement is subject to several conditions, including the delisting of the Common Shares from the NEX board of the TSX Venture Exchange (the "NEX"). In addition, the Company intends, subject to shareholder approval, to consolidate its outstanding Common Shares on the basis of a minimum of three (3) and a maximum of twelve (12) existing common shares for each one (1) new common share (the "Consolidation"). The Company currently has 28,273,939 Common Shares issued and outstanding. If the Consolidation is approved by shareholders and implemented by the Company, following the Consolidation but prior to closing of the Transactions, the Company will have approximately 2,827,394 Common Shares issued and outstanding, assuming the Consolidation proceeds on a ten (10) for one (1) basis. It is anticipated that an annual general and special shareholder meeting of the Company to approve, among other matters, all required matters in connection with the Transactions and the Consolidation will take place on September 26, 2018, and closing of the Transactions will take place promptly following the Company's shares being delisted from the NEX.
In connection with the Transactions, Marc Lustig of West Vancouver, British Columbia, has agreed to acquire 10,833,333 Common Shares and 10,833,333 Warrants under the Offering and 34,680,043 Common Shares under the Debt Settlement, representing, in the aggregate, 21.64% of the issued and outstanding Common Shares on a non-diluted basis, and 25.48% on a partially-diluted basis (assuming exercise of Mr. Lustig's convertible securities). Prior to the Transactions, Mr. Lustig did not beneficially own or exercise control or direction over any securities of the Company. Mr. Lustig is acquiring these securities for investment purposes and may, from time to time, acquire additional securities of the Company or dispose of such securities as Mr. Lustig may deem appropriate.
In connection with the Transactions, Greg Wilson of Ottawa, Ontario, has agreed to acquire 10,833,333 Common Shares and 10,833,333 Warrants under the Offering and 34,680,043 Common Shares under the Debt Settlement, representing, in the aggregate, 21.64% of the issued and outstanding Common Shares on a non-diluted basis, and 25.48% on a partially-diluted basis (assuming exercise of Mr. Wilson's convertible securities). Prior to the Transactions, Mr. Wilson did not beneficially own or exercise control or direction over any securities of the Company. Mr. Wilson is acquiring these securities for investment purposes and may, from time to time, acquire additional securities of the Company or dispose of such securities as Mr. Wilson may deem appropriate.
In connection with the Transactions, Brillco Inc., an Ontario incorporated holding company of Toronto, Ontario, together with its joint actor, Jason I. Goldman Professional Corporation, an Ontario incorporated holding company, has agreed to acquire 10,833,333 Common Shares and 10,833,333 Warrants under the Offering and 34,680,043 Common Shares under the Debt Settlement, representing, in the aggregate, 21.64% of the issued and outstanding Common Shares on a non-diluted basis, and 25.48% on a partially-diluted basis (assuming exercise of Brillco Inc.'s convertible securities). Prior to the Transactions, Brillco Inc. did not beneficially own or exercise control or direction over any securities of the Company. Brillco Inc. is acquiring these securities for investment purposes and may, from time to time, acquire additional securities of the Company or dispose of such securities as Brillco Inc. may deem appropriate.
In connection with the Transactions, 1567953 Ontario Inc., an Ontario incorporated holding company of Toronto, Ontario, together with its joint actors, Steven Mintz and Heather Mintz, has agreed to acquire 10,833,333 Common Shares and 10,833,333 Warrants under the Offering and 34,680,043 Common Shares under the Debt Settlement, representing, in the aggregate, 21.64% of the issued and outstanding Common Shares on a non-diluted basis, and 25.48% on a partially-diluted basis (assuming exercise of 1567953 Ontario Inc.'s convertible securities). Prior to the Transactions, 1567953 Ontario Inc. did not beneficially own, or exercise control or direction over, any securities of the Company. 1567953 Ontario Inc. is acquiring these securities for investment purposes and may, from time to time, acquire additional securities of the Company or dispose of such securities as 1567953 Ontario Inc. may deem appropriate.
Copies of the respective early warning reports that will be filed by Mr. Lustig, Mr. Wilson, Brillco Inc. and 1567953 Ontario Inc. may be obtained on the Company's SEDAR profile or by contacting the Company at (416) 710-4906.
All of the Common Shares issued pursuant to the Offering and the Debt Settlement are subject to a statutory hold period of four months plus one day from the date of issuance, in accordance with applicable securities legislation.
The Company intends to use the net proceeds from the Offering to pay its accounts payable and for general working capital purposes.
RANDSBURG INTERNATIONAL GOLD CORP.
Michael Lerner,
CEO and Director
Phone: (416) 710-4906
E-mail: mlerner10@gmail.com
Read more at https://www.stockhouse.com/news/press-releases/2018/08/17/randsburg-announces-proposed-private-placement-debt-settlement-and#OXiSzMpbpiRU7gWY.99