African Gold Group Closes Previously Announced Private Placement at $2.9 Million
June 28 2019 - 10:44PM
African Gold Group, Inc. (TSX-V: AGG) (“
AGG” or
the “
Company”) is pleased to announce it has
closed its previously announced non-brokered private placement for
gross proceeds of approximately $2.9 million (the
“
Offering”). In connection with the Offering, the
Company issued 13,999,191 units (each, a “
Unit”)
at a price of $0.21 per Unit. Each Unit consists of one
common share of the Company (each, a “
Common
Share”) and one common share purchase warrant (each, a
“
Warrant”), entitling the holder to acquire one
additional regular common share at an exercise price of $0.30 for a
period of 24 months from issuance.
In connection with the Offering, the Company has
paid aggregate finder’s fees of $34,883.10 in cash and 166,110
finder’s warrants (“Finder’s Warrants”) to certain
finders. Each Finder Warrant will entitle the holder thereof
to purchase one Share at a price of $0.21 for a period of 24 months
from the date of the closing of the Offering.
Certain directors of the Company purchased or
acquired direction and control over a total of 4,761,905 Units
under the private placement. The placement to those persons
constitutes a “related party transaction” within the meaning of TSX
Venture Exchange Policy 5.9 and Multilateral Instrument 61‑101
‑Protection of Minority Security Holders in Special Transactions
(“MI 61‑101”)
adopted in the Policy. The Company has relied on exemptions
from the formal valuation and minority shareholder approval
requirements of MI 61‑101 contained in sections 5.5(a) and
5.7(1)(a) of MI 61‑101 in respect of related party participation in
the placement as neither the fair market value (as determined under
MI 61-101) of the subject matter of, nor the fair market value of
the consideration for, the transaction, insofar as it involved the
related parties, exceeded 25% of the Company’s market
capitalization (as determined under MI 61-101). Further
details will be included in a material change report to be filed by
the Company. The material change report will not be filed
more than 21 days prior to closing of the placement due to the
timing of the announcement of the private placement and closing of
the Offering.
All securities issued under this Offering are
subject to a statutory hold period ending four months and one day
from the closing date of the Offering.
The securities offered under the Offering have
not been registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements. This news release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any
sale of the securities in any State in which such offer,
solicitation or sale would be unlawful.
About African Gold Group
African Gold Group is a Canadian listed
exploration and development company on the TSX Venture Exchange
(TSX V:AGG) with its focus on developing a gold platform in West
Africa. Its principal asset is the Kobada Project in Mali.
For more information:
Stan Bharti Interim Chief Executive Officer(416) 861 2267
Cautionary statements
This press release contains “forward‑looking
information” within the meaning of applicable Canadian securities
legislation. Forward‑looking information includes, but is not
limited to, statements regarding, the intended use of proceeds and
other matters relating to the Offering. Generally, forward‑looking
information can be identified by the use of forward-looking
terminology such as “plans”, “expects” or “does not expect”, “is
expected”, “budget”, “scheduled”, “estimates”, “forecasts”,
“intends”, “anticipates” or “does not anticipate”, or “believes”,
or variations of such words and phrases or statements that certain
actions, events or results “may”, “could”, “would”, “might” or
“will be taken”, “occur” or “be achieved”. Forward‑looking
information is subject to known and unknown risks, uncertainties
and other factors that may cause the actual results, level of
activity, performance or achievements of AGG to be materially
different from those expressed or implied by such forward‑looking
information, including but not limited to: receipt of necessary
approvals; general business, economic, competitive, political and
social uncertainties; future prices of mineral prices; accidents,
labour disputes and shortages and other risks of the mining
industry. Although AGG has attempted to identify important factors
that could cause actual results to differ materially from those
contained in 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 such information will
prove to be accurate, as actual results and future events could
differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on
forward‑looking information. AGG does not undertake to update any
forward-looking information, except in accordance with applicable
securities laws.
This news release does not constitute an offer
to sell or a solicitation of an offer to buy any of the securities
in the United States. 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 any state securities laws
and may not be offered or sold within the United States or to U.S.
Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
NEITHER TSX VENTURE EXCHANGE NOR ITS
REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE
POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR
THE ADEQUACY OR ACCURACY OF THIS RELEASE.
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