/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES/
All figures presented in Canadian Dollars,
unless specified otherwise
VANCOUVER, Sept. 21, 2017 /CNW/ - Atlantic Gold
Corporation (TSX-V:AGB) ("Atlantic" or the "Company")
is pleased to announce that it has completed its non-brokered
offering totaling 2,609,700 common shares of the Company
("Common Shares") for gross proceeds of $3,775,860 (the "Non-Brokered
Offering").
The Non-Brokered Offering comprises a non-brokered private
placement of 2,304,000 Common Shares at a price of $1.40 per Common Share for gross proceeds of
$3,225,600 ("Tranche Four
Offering"), along with an additional non-brokered private
placement of 305,700 common shares of the Company that qualify as
"flow-through shares" (within the meaning of subsection 66(15) of
the Income Tax Act (Canada))
("FT Shares") at a price of $1.80 per FT Share for gross proceeds of
$550,260 (the "Tranche Five
Offering").
The Tranche Four Offering was announced on September 5, 2017. The Tranche Five Offering was
originally announced on September 8,
2017 as an issuance of 194,500 FT Shares at a price of
$1.80 per FT Share for gross proceeds
of $350,100. As such, the
Tranche Five Offering has closed with an additional 111,200 FT
Shares issued at a price of $1.80 per
FT Share for additional gross proceeds of $200,160.
The proceeds from the Tranche Four Offering will be used to fund
engineering, feasibility and environmental permitting work for the
Company's Phase 2 expansion study, which will include the Company's
Cochrane Hill and Fifteen Mile
Stream deposits, transaction fees associated with the Brokered
Offering (as originally announced on September 5, 2017) and the Non-Brokered Offering,
as well as for general working capital purposes. The gross
proceeds of the sale of the Tranche Five Offering will be used to
fund "Canadian exploration expenses" (within the meaning of the
Income Tax Act (Canada)) on or
prior to December 31, 2018 for
renunciation to subscribers of FT Shares effective December 31, 2017.
No commissions or finders fees were paid in connection with the
completion of the Non-Brokered Offering. The securities
issued by the Company in connection with the Non-Brokered Offering
are subject to a 4-month "hold period" as prescribed by the TSX
Venture Exchange and applicable securities laws.
Insiders of the Company purchased an aggregate of 2,143,000
Common Shares and 139,000 FT Shares pursuant to the Non-Brokered
Offering and, accordingly, the Non-Brokered Offering constitutes a
"related party transaction" within the meaning of Multilateral
Instrument 61-101 Protection of Minority Security Holders in
Special Transactions ("MI 61-101"). The issuance of
securities to insiders under the Non-Brokered Offering is exempt
from the valuation requirements and the minority approval
requirements of MI 61-101 by virtue of the exemptions in sections
5.5(a) and 5.7(a) of MI 61-101, since the fair market value of the
consideration for the securities issued to insiders did not exceed
25% of the Company's market capitalization.
The securities offered 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.
Brokered Offering
As announced via news release on September 5, 2017 and September 8, 2017, the Company entered in into an
agreement to complete a brokered private placement financing (the
"Brokered Offering"), on a bought deal basis, of an
aggregate of 10,295,500 Common Shares for aggregate gross proceeds
of $17,503,465. Gross proceeds
of $1,500,000 of the Brokered
Offering are expected to close on or about October 24, 2017, while the remainder of the
gross proceeds of the Brokered Offering are expected to close on or
about October 5, 2017, subject to
certain conditions including, but not limited to, the receipt of
all necessary approvals including the approval of the TSX Venture
Exchange and the applicable securities regulatory authorities.
Atlantic Gold Corporation
(www.atlanticgoldcorporation.com)
On behalf of the Board of Directors
Steven Dean
Chairman and Chief Executive Officer
Neither the 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.
About Atlantic Gold Corporation
Atlantic Gold
Corporation is Canada's next open
pit gold mine slated for first production in October 2017. Phase one life of mine will produce
87,000 oz. gold / year over a minimum 8.5 year mine life at All-in
Sustaining Costs of C$690/oz.
Additional satellite deposits containing 850,000 oz's measured
& indicated within pit shells and 309,000 oz's inferred are
currently under feasibility study and have potential to add
significantly to life of mine production.
Cautionary Note Regarding Forward-Looking Information
This news release contains certain "forward looking
statements" and certain "forward-looking information" as defined
under applicable Canadian and U.S. securities laws. Forward-looking
statements and information can generally be identified by the use
of forward-looking terminology such as "may", "will", "expect",
"intend", "estimate", "anticipate", "believe", "continue", "plans",
"potential" or similar terminology. Forward-looking statements and
information are not historical facts, are made as of the date of
this news release, and include, but are not limited to, statements
regarding the Brokered Offering and Non-Brokered Offering, the
proceeds and use of proceeds from the Brokered Offering and
Non-Brokered Offering, the closing of the Brokered Offering and
Non-Brokered Offering, first production and life of mine
production, timing for production, All-in Sustaining Costs,
feasibility and other studies, statements related to proposed
exploration and development programs, grade and tonnage of material
and resource estimates, discussions of future plans, guidance,
projections, objectives, estimates and forecasts and statements as
to management's expectations with respect to, among other things,
the activities contemplated in this news release and the timing and
receipt of requisite approvals in respect thereof. These forward
looking statements involve numerous risks and uncertainties and
actual results may vary. Important factors that may cause actual
results to vary include without limitation, risks related to the
Brokered Offering and Non-Brokered Offering, risks related to the
ability of the Company to settle documentation and close the
Brokered Offering and Non-Brokered Offering, risks related to the
Company's ability to use the proceeds of the Brokered Offering and
Non-Brokered Offering as anticipated, the timing and receipt of
certain approvals, changes in commodity and power prices, changes
in interest and currency exchange rates, risks inherent in
exploration estimates and results, timing and success, inaccurate
geological and metallurgical assumptions (including with respect to
the size, grade and recoverability of mineral reserves and
resources), changes in development or mining plans due to changes
in logistical, technical or other factors, unanticipated
operational difficulties (including failure of plant, equipment or
processes to operate in accordance with specifications, cost
escalation, unavailability of materials, equipment and third party
contractors, delays in the receipt of government approvals,
industrial disturbances or other job action, and unanticipated
events related to health, safety and environmental matters),
political risk, social unrest, and changes in general economic
conditions or conditions in the financial markets. In making the
forward-looking statements in this news release, the Company has
applied several material assumptions, including without limitation,
the assumptions that: (1) market fundamentals will result in
sustained gold demand and prices; (2) the receipt of any necessary
approvals and consents in connection with the development of any
properties; (3) the availability of financing on suitable terms for
the development, construction and continued operation of any
mineral properties; (4) sustained commodity prices such that any
properties put into operation remain economically viable; and (5)
that the Company will be able to close the Brokered Offering and
Non-Brokered Offering on the terms set out in this news release.
Information concerning mineral reserve and mineral resource
estimates also may be considered forward-looking statements, as
such information constitutes a prediction of what mineralization
might be found to be present if and when a project is actually
developed. Certain of the risks and assumptions are described in
more detail in the Company's audited financial statements and
MD&A for the year ended December 31,
2016 and for the quarter ended June
30, 2017 on the SEDAR website at www.sedar.com. The actual
results or performance by the Company could differ materially from
those expressed in, or implied by, any forward-looking statements
relating to those matters. Accordingly, no assurances can be given
that any of the events anticipated by the forward-looking
statements will transpire or occur, or if any of them do so, what
impact they will have on the results of operations or financial
condition of the Company. Except as required by law, the Company is
under no obligation, and expressly disclaim any obligation, to
update, alter or otherwise revise any forward-looking statement,
whether written or oral, that may be made from time to time,
whether as a result of new information, future events or otherwise,
except as may be required under applicable securities laws.
SOURCE Atlantic Gold Corporation