Ready Set Gold arranges $2.5-million private placement
Ready Set Gold arranges $2.5-million private placement
2021-06-18 10:22 ET - News Release
Mr. Christian Scovenna reports
READY SET GOLD ANNOUNCES PRIVATE PLACEMENT OF CONVERTIBLE DEBENTURES
Ready Set Gold Corp. intends to conduct a non-brokered private placement with a group of arm's-length investors of up to 2,500 units of the company at a price of $1,000 per unit, for gross proceeds of up to $2.5-million. Each Unit will be comprised of: (i) a $1,000 principal amount three-year 7.5% senior unsecured convertible debenture ("Debenture"), and (ii) 3,334 common share purchase warrants of the Company (each whole warrant, a "Warrant"). The Company has binding subscriptions from investors for proceeds totaling $1,820,000, which the Company expects to close imminently in an initial tranche of the Private Placement, including a lead order in the amount of $1,250,000 from Concept Capital Management, an asset management company focused on evaluating and investing in Canadian resource companies.
Debenture Conversion & Terms
Each Debenture will be convertible at any time after the date of issue at the option of the holder into common shares in the capital of the Company ("Common Shares") at a price of $0.27 per Common Share (the "Conversion Price"), subject to adjustment. After 24 months following the date of issue, if the Common Shares trade at or above $0.90, based on the trailing 30-day volume-weighted average price of the Common Shares traded on the CSE, the Company will have the right, exercisable within 10 business days of the end of the trading period, to require the automatic conversion of the Debentures at the Conversion Price by giving the holder 10 business days' prior written notice. In connection with the Private Placement, the Company will accept a qualified and experienced nominee of the investors to sit on the board of directors of the Company, and the identity of the said nominee will be announced upon closing of the financing. Should there be an "Change of Control" (as such term will be defined in the form of Debenture), the holder of the Debenture will have the right to demand full repayment of the Debenture on 10 business days' prior written notice.
Warrants
Each Warrant will entitle the holder thereof to acquire one Common Share (a "Warrant Share") at a price of $0.47 per share for a period of 36 months from the date of issue.
"This financing positions us to advance the exploration of our Northshore Project with programs planned for the summer and fall of this year. The financing is non-dilutive and being completed at arm's length with parties that have a track-record of identifying quality investment opportunities in the resource sector, which is a testament to the quality of our Northshore project and the early results from our maiden drill program campaign, as previously disclosed on May 20, 2021," said Christian Scovenna, CEO & Director of the Company.
The Company intends to use the proceeds from the Private Placement for the exploration and development of the Company's gold exploration projects and for general working capital. The financing is expected to close on or about July 7thth, 2021.
All securities issued will be subject to a four month hold period pursuant to securities laws in Canada. The Private Placement remains subject to the approval of the Canadian Securities Exchange. In connection with the Private Placement, the Company anticipates paying a finder's fee of up to 8% of the gross proceeds from investors sourced by an arm's length finder.
Purported Dissident Requisition
The Company also advises that it has received a copy of a purported requisition (the "Requisition") from CBLT Inc. (the "Dissident"), who purports to be a significant shareholder of the Company and who has made disparaging public comments about the board of directors of the Company and its Chief Executive Officer. The board of directors is reviewing with counsel both the Requisition and the activities and qualification of the Dissident and will make a further announcement in due course regarding the board's determination on the validity of the Requisition. No action is required on the part of shareholders at this time.
About Ready Set Gold Corporation
Ready Set Gold Corp. is a precious metals exploration company listed on the Canadian Securities Exchange under symbol RDY and the Boerse Frankfurt Exchange as 0MZ. The Company has consolidated and now owns a 100% interest in the Northshore Gold Project, located in the Schreiber-Hemlo Greenstone Belt near Thunder Bay, Ontario which is prospective for gold and silver mineralization. The Company also owns a 100% interest in two separate claim blocks totaling 4,453 hectares known as the Hemlo Eastern Flanks Project. The Company also holds an option to acquire a 100% undivided interest in a continuous claim block totaling 1,634 hectares comprising the Emmons Peak Project located 50 km south of Dryden, Ontario that is near the Treasury Metals Goliath and Goldlund advanced gold development projects.
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