PC Gold Inc.
TSX :
PKL
FRANKFURT : AJ2
March 08, 2012 13:03 ET
PC Gold Announces $1 Million Private Placement of Flow-Through Units
TORONTO, ONTARIO--(Marketwire - March 8, 2012) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
PC Gold Inc. (TSX:PKL)(FRANKFURT:AJ2) ("PC Gold" or the "Company") is pleased to announce that it has entered into an agreement with Foundation Markets Inc. ("Foundation" or the "Agent"), under which Foundation has agreed to act as the agent for the private placement of up to 2,500,000 flow-through units ("Units") of PC Gold at a price of
.40 per Unit for aggregate gross proceeds to the Company of up to $1,000,000. Each Unit will consist of one flow-through common share of the Company (a "FT Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will be exercisable to acquire one non flow-through common share of the Company at an exercise price of
.60 for a period of 24 months from closing. The term of the Warrants will be subject to an acceleration right at the option of the Company, in the event that the common shares of the Company trade at or above $1.00 for a full 30 consecutive trading days following the date which is four months and one day from closing, and the Company has provided Warrant holders with 30 days prior written notice of the accelerated Warrant exercise date.
The proceeds of the financing will be used to incur eligible Canadian Exploration Expenses, as defined under the Income Tax Act (Canada), that will be renounced in favour of the purchasers with an effective date of no later than December 31, 2012. The funds will be used for exploration on the Company's Pickle Crow gold mine property in NW Ontario.
The closing of the offering is expected to occur on or about March 19th, 2012, and is subject to the completion of formal documentation, receipt of all necessary regulatory approvals, including the approval of the TSX, and other customary conditions. The Agent will receive a cash commission equal to 8% of the aggregate gross proceeds from the financing, and compensation options equal to 8% of the Units sold in the offering exercisable at a price of
.40 for one non flow-through common share of the Company and one half of one Warrant at any time until 24 months from closing. The securities issued under the placement will be subject to a four month hold period from the date of closing.