/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, Oct. 5, 2017 /CNW/ - Atlantic Gold Corporation
(TSX-V:AGB) ("Atlantic" or the "Company") is pleased
to announce that it has completed the initial closing of its bought
deal private placement (the "Brokered Offering") for gross
proceeds of $16,000,465 through the
issuance of 9,460,500 common shares of the Company ("Common
Shares"). The Brokered Offering was co-led by Canaccord Genuity
Corp., BMO Capital Markets and Raymond James Ltd. on behalf of a
syndicate of underwriters that included Beacon Securities Limited,
GMP Securities L.P., Haywood Securities Inc., National Bank
Financial Inc. and PI Financial Corp. (collectively, the
"Underwriters").
The initial closing of the Brokered Offering comprised a
brokered private placement of 2,777,000 Common Shares that qualify
as "flow-through shares" (within the meaning of subsection 66(15)
of the Income Tax Act (Canada)
(the "ITA")) ("FT Shares") at a price of $1.80 per FT Share for gross proceeds of
$4,998,600 (the "Tranche One
Offering"), a brokered private placement of 3,825,500 Common
Shares that qualify as "flow-through shares" (within the meaning of
subsection 66(15) of the ITA) and are sold on a charitable
flow-through basis ("Charitable FT Shares") at a price of
$1.83 per Charitable FT Share for
gross proceeds of $7,000,665 (the
"Tranche Two Offering") and a brokered private placement of
2,858,000 Common Shares at a price of $1.40 per Common Share for gross proceeds of
$4,001,200 (the "Tranche Three
Offering").
The final closing of the Brokered Offering comprising an
additional brokered private placement of 835,000 FT Shares at a
price of $1.80 per FT Share for
estimated gross proceeds of $1,503,000 is expected to close on or about
October 24, 2017.
The proceeds from the Tranche Three 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 well as for general working capital purposes.
The gross proceeds of the sale of the Tranche One Offering and
Tranche Two Offering will be used to fund "Canadian exploration
expenses" (within the meaning of the ITA) on or prior to
December 31, 2018 for renunciation to
subscribers of FT Shares and Charitable FT Shares effective
December 31, 2017.
In consideration for the services of the Underwriters under the
Brokered Offering, the Underwriters received a cash commission
equal to 6% of the proceeds raised under the Brokered Offering.
The securities issued by the Company in connection with the
Brokered Offering are subject to a 4-month "hold period" as
prescribed by the TSX Venture Exchange and applicable securities
laws.
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.
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, the proceeds and use of proceeds
from the Brokered Offering, the closing of the final tranche of the
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, risks related to the ability of the Company to
settle documentation and close the final tranche of the Brokered
Offering, risks related to the Company's ability to use the
proceeds of the 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 final tranche of the
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