Angus Gold arranges $4.64M private placement Angus Gold arranges $4.64M private placement
2024-01-19 11:09 ET - News Release
Ms. Breanne Beh reports
ANGUS GOLD ANNOUNCES $4.6 MILLION PRIVATE PLACEMENT, INCLUDING INVESTMENT FROM WESDOME GOLD MINES
Angus Gold Inc. has arranged a non-brokered flow-through private placement to raise gross proceeds of $4.64-million.
The FT Offering will consist of 5,800,000 special flow-through units of the Company (the "FT Units") at a price of C$0.80 per FT Unit. Each FT Unit will consist of one common share of the Company that will qualify as a "flow-through share" (within the meaning of subsection 66(15) of the Income Tax Act (Canada)) and one-half of one common share purchase warrant of the Company (each whole common share purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one common share of the Company (a "Warrant Share") at a price of $0.80 per Warrant Share for a period of 24-months from the Closing Date (as defined herein).
In connection with the FT Offering, Wesdome Gold Mines Ltd (TSX: WDO) ("Wesdome") has agreed to make a strategic investment in the Company (the "Strategic Investment"). Assuming that the FT Offering is fully subscribed, the Strategic Investment is expected to represent approximately a 10.6% ownership interest in the Company's issued and outstanding common shares on a non-diluted basis and 15.0% assuming the exercise in full of the Warrants, immediately following closing. In connection with the Strategic Investment, the Company has granted Wesdome customary anti-dilution rights to maintain its equity ownership interest pursuant to an investor rights agreement to be entered into between Wesdome and Company at closing.
"We are excited to welcome Wesdome as a strategic investor in Angus Gold. Our ability to draw on their knowledge and experience in the area will be invaluable as we continue to advance our Golden Sky project. This investment not only validate the exploration potential at Golden Sky, but also provides the financial support to execute robust exploration programs throughout 2024 and into 2025. This year, our focus is targeting high-grade gold mineralization at our two new gold discoveries, the BIF Zone and the Splay Zone, as well as at the historic Dorset Gold Resource. We have planned our largest program to date and are eager to begin our drilling operations at Dorset and the Splay Zones this week," said Breanne Beh, chief executive officer of Angus.
The gross proceeds from the Offering will be used by the Company to incur eligible "Canadian exploration expenses" that will qualify as "flow-through mining expenditures" as such terms are defined in the Income Tax Act (Canada) (the "Qualifying Expenditures") related to the Company's mineral projects in Ontario, on or before December 31, 2025. All Qualifying Expenditures will be renounced in favour of the subscribers of the FT Units with an effective date not later than December 31, 2024.
The closing of the Offering is expected to occur on or about February 8, 2024 (the "Closing Date") and is subject to certain conditions and the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange (the "TSXV"). The securities to be issued under the Offering will be subject to a hold period of four months and one day from closing.
The securities have not been, and will not be, registered under the Unites States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state security laws, and may not be offered or sold in the Unites States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with requirements of an applicable exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the Unites States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Angus Gold:
Angus Gold Inc. is a Canadian mineral exploration company focused on the acquisition, exploration, and development of highly prospective gold properties. The Company's flagship project is the Golden Sky Project in Wawa, Ontario. The Project is immediately adjacent to the Eagle River Mine of Wesdome Gold Mines Ltd.
Directors and insiders currently own approximately 36.8%, Delbrook Capital Advisors Inc. 16.4% and New Gold Inc. 9.9%, each based on the current issued and outstanding common shares of the Company on a non-diluted basis.
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