Sabre Gold Mines Corp. (TSX: SGLD, OTCQB: SGLDF) (“
Sabre
Gold” or the “
Company”) announces the
closing of the first tranche of its previously announced
non-brokered private for gross proceeds of a minimum of $680,000
and a maximum of $1.5 million (the “
Offering”).
The Company also announces that William M. Sheriff has resigned as
a director and Chairman of the Board of the Company effective
immediately.
“After many years of service, Mr. Sheriff has
resigned due to his increasing workload and focus in the uranium
sector,” said Andrew Elinesky, CEO of Sabre Gold. “On behalf of the
board of directors and management team, I would like to thank him
for his contributions and wish him the best in his future
endeavours.”
The Company completed the first tranche of the
Offering (the “First Tranche”) consisting of the
sale of 4,166,238 units of the Company (the
“Units”) at a price of $0.17 per Unit for total
gross proceeds of $708,260. Each Unit consists of one common share
of the Company (a “Common Share”) and one-half of
one Common Share purchase warrant (each whole warrant, a
“Warrant”).
Each Warrant shall entitle the holder to acquire
an additional Common Share at a price of $0.30 for a period of 24
months following the closing of the First Tranche, provided that,
if at any time the Common Shares trade on a stock exchange at a
volume weighted average trading price of $0.45, or greater, per
Common Share for a period of 20 consecutive trading days, the
Company may accelerate the expiry date of the Warrants by issuing a
press release announcing the reduced Warrant term and in such case
the Warrants will expire on the 30th day after the date on which
press release is issued.
A total of 2,091,206 Units were issued to
directors and officers of the Company under available prospectus
exemptions and 2,075,032 Units were issued by way of the “listed
issuer financing exemption” under National Instrument 45-106 –
Prospectus Exemptions. All of the Units issued under the Offering
are not subject to a statutory hold period under applicable
Canadian securities legislation.
The Offering has been conditionally approved by
the Toronto Stock Exchange (“TSX”) but remains
subject to final approval from the TSX.
The issuance and sale of 2,091,206 Units under
the Offering to certain officers and directors of the Company
constituted related party transactions within the meaning of
Multilateral Instrument 61-101- Protection of Minority Security
Holders in Special Transactions (“MI 61-101”). The
Company is relying on the exemptions from the 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, as the fair market
value of the participation in the Offering by each insider will not
exceed 25% of the market capitalization of the Company, as
determined in accordance with MI 61-101. The Company did not file a
material change report in respect of the related
party transaction at least 21 days before the
closing of the Offering, which the Company deems reasonable in the
circumstances so as to be able to avail itself of the proceeds of
the Offering in an expeditious manner.
The proceeds from the sale of the Units will be
used for advancing the engineering at the Company’s Copperstone
Project, permitting work at the Company’s Brewery Creek Project and
general working capital purposes.
In connection with the Offering, the Company
paid to eligible finders an aggregate cash commission of $2,244 and
also issued to eligible finders a total of 13,200 warrants of the
Company (the “Broker Warrants”). Each Broker
Warrant entitles the holder thereof to purchase one common share in
the capital of the Company at a price of $0.20 for a period of 24
months from the date of closing. The Broker Warrants and securities
issuable thereunder shall be subject to a hold period of four
months and a day from the date of closing.
The securities described herein have not been,
and will not be, registered under the United States Securities Act,
or any state securities laws, and accordingly, may not be offered
or sold within the United States except in compliance with the
registration requirements of the U.S. Securities Act and applicable
state securities requirements or pursuant to exemptions therefrom.
This press release does not constitute an offer to sell or a
solicitation to buy any securities in any jurisdiction.
Early Warning Report
Fahad Al-Tamimi, an insider of the Company, has
acquired 1,764,706 Units for gross proceeds of $300,000.
Immediately prior to the closing of the First Tranche, Mr.
Al-Tamimi beneficially owned 6,327,346 Common Shares and 460,000
options of the Company (representing approximately 10.00% of the
total issued and outstanding Common Shares on a non-diluted basis,
or approximately 10.65% of the total issued and outstanding Common
Shares on a partially diluted basis). The acquisition of 1,764,706
Units by Mr. Al-Tamimi in connection with the First Tranche will be
considered a "related party transaction" pursuant to MI 61-101. The
Company is also relying on the exemption from minority shareholder
approval requirements under MI 61-101, as the fair market value of
the participation in the First Tranche by Mr. Al-Tamimi does not
exceed 25% of the market capitalization of the Company, as
determined in accordance with MI 61-101.
Following the acquisition of Units pursuant to
the First Tranche, Mr. Al-Tamimi beneficially owns 8,092,052 Common
Shares, 882,353 Warrants and 460,000 options of the Company
(representing approximately 12.00% of the total issued and
outstanding Common Shares on a non-diluted basis, or approximately
13.71% of the total issued and outstanding Common Shares on a
partially diluted basis). The Units were acquired by Mr. Al-Tamimi
for investment purposes, and depending on market and other
conditions, he may from time to time in the future increase or
decrease his ownership, control or direction over securities of the
Company through market transactions, private agreements, or
otherwise. In satisfaction of the requirements of the National
Instrument 62-104 - Take-Over Bids and Issuer Bids and National
Instrument 62-103 - The Early Warning System and Related Take-Over
Bid and Insider Reporting
Issues, an early warning report respecting the
acquisition of Units by Mr. Al-Tamimi will be filed under the
Company’s SEDAR Profile at www.sedar.com.
About Sabre Gold Mines
Corp.
Sabre Gold is a diversified, multi-asset
near-term gold producer in North America which holds 100-per-cent
ownership of both the fully licensed and permitted Copperstone gold
mine located in Arizona, United States, and the Brewery Creek gold
mine located in Yukon, Canada, both of which are former producers.
Management intends to restart production at Copperstone followed by
Brewery Creek in the near term. Sabre Gold also holds other
investments and projects at varying stages of development.
Sabre Gold’s two advanced projects have
approximately 1.5 million ounces of gold in the Measured and
Indicated categories, and approximately 1.2 million ounces of gold
in the Inferred category. Additionally, both Copperstone and
Brewery Creek have considerable exploration upside with a combined
land package of over 230 square kilometers that will be further
drill tested with high-priority targets currently identified. Sabre
Gold is led by an experienced team of mining professionals with
backgrounds in exploration, mine building and operations.
For further information please visit the Sabre
Gold Mines Corp. website: (www.sabre.gold).
Andrew ElineskyCEO and President416-904-2725
Cautionary Note Regarding Forward Looking
Statements
This news release contains forward-looking
information under Canadian securities legislation including
statements concerning the Company’s expectations with respect to
the Offering; the use of proceeds of the Offering; insider
participation in the Offering; completion of the Offering and the
date of such completion. These forward-looking statements entail
various risks and uncertainties that could cause actual results to
differ materially from those reflected in these forward-looking
statements. Such statements are based on current expectations, are
subject to a number of uncertainties and risks, and actual results
may differ materially from those contained in such statements.
These uncertainties and risks include, but are not limited to:
regulatory approval for the Offering; completion of the Offering;
the strength of the Canadian economy; the price of gold;
operational, funding, and liquidity risks; reliance on third
parties, exploration risk, failure to upgrade resources, the degree
to which mineral resource and reserve estimates are
reflective of actual mineral resources and reserves; the degree to
which factors which would make a mineral deposit commercially
viable are present, and the risks and hazards associated with
underground operations and other risks involved in the mineral
exploration and development industry. Risks and uncertainties about
Sabre Gold’s business are more fully discussed in the Company’s
disclosure materials, including its annual information form and
MD&A, filed with the securities regulatory authorities in
Canada and available at www.sedar.com and readers are urged to read
these materials. Sabre Gold assumes no obligation to update any
forward-looking statement or to update the reasons why actual
results could differ from such statements unless required by
law.
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