C2C Gold Corporation Inc. (the "Company") (TSX VENTURE: CCN) hereby
announces that it intends to proceed with a non-brokered private
placement of units (each a "Unit"), each consisting of (i) one
convertible debenture (a "Debenture") for a principal amount of
$10,000; and (ii) 33,333 common share purchase warrants (each a
"Warrant") for minimum gross proceeds of $350,000 (the "Minimum
Offering") and maximum gross proceeds of $500,000 (the "Maximum
Offering") (the Minimum Offering and the Maximum Offering
hereinafter collectively referred to as the "Offering"). Units will
be offered at a price of $10,000 per Unit, with a minimum
subscription of one Unit.
The Company will use the proceeds, assuming the completion of
the Maximum Offering, (i) for general working capital ($235,000);
and (ii) for the implementation of a new business strategy which
entitles the subscription by the Company to a private placement
conducted by Key Gold Partners LLP for an amount of $265,000.
The Debentures will bear interest at a rate of 12% per annum (1%
per month), both before and after maturity. Unless converted
earlier, principal and accrued interest under all Debentures shall
be due and payable on December 31, 2010 (the "Maturity Date").
There may be multiple closings on such dates as the Company may
determine from time to time. In any event, the Minimum Offering
will need to be closed no later than on January 29th, 2010.
Each Debenture will be convertible, as to principal only into
common shares of the Company (the "Common Shares") at the option of
the holder at any time after the effective date of the
Consolidation (as defined below) and prior to the Maturity Date at
a conversion price per Common Share equal to (i) $0.25
post-Consolidation until April 29, 2010; and (ii) any time after
April 29, 2010 and prior to the Maturity Date at a conversion price
per Common Share equal to $0.50 post-Consolidation (the "Conversion
Price"). The conversion right shall be subject to the standard
anti-dilution provisions. In the event, the Company's Consolidation
is not approved by the Company's shareholders or the TSX Venture
Exchange (the "Exchange"), the Conversion Price will be equal to
$0.10 per share, in such event the conversion right will start on
the date of such refusal.
Each Warrant comprised in a Unit enables the holder to purchase
one Common Share of the Company at an exercise price of $0.25 per
share (on a post-Consolidation basis) at any time after the
effective date of the Consolidation until December 31, 2010, it
being understood that upon the Consolidation, the number of
Warrants will be consolidated on a 10 for one basis, resulting in
the issuance of 3,333 Common Shares per Unit, at a price of $0.25,
upon the exercise of all the Warrants included in one Unit. In the
event, the Company's Consolidation is not approved by the Company's
shareholders or the Exchange, the exercise price of the Warrants
will be equal to $0.10, in such event the exercise right of the
Warrants will start on the date of such refusal.
Consolidation of Shares
The Company also intends to consolidate the issued and
outstanding Common Shares of the Company on the basis of ten (10)
Common Shares for one Common Share. In order to be adopted, a
resolution must be approved by a simple majority of the votes cast
by the holders of the Common Shares, either present in person or
represented by proxy at a special general meeting of the
shareholders of the Company. The share consolidation (the
"Consolidation") is subject to the approval of the Exchange. The
Company intends to hold a special general meeting of its
shareholders on February 11, 2010 to approve, mainly among other
things, such Consolidation.
The resolution would also authorize the Board of Directors to
elect not to proceed with, and abandon, the proposed Consolidation
at any time if it determines, at its sole discretion, to do so. The
Board of Directors would exercise this right if it determined that
the Consolidation was no longer in the best interests of the
Company and its shareholders. No further approval or action by or
prior notice to shareholders would be required for the Board of
Directors to abandon the proposed Consolidation.
Background and Reasons for the Share Consolidation
The Company's Board of Directors believes that it is in the
interests of the Company's shareholders for the Board to have the
authority to implement a share consolidation for the following
reasons:
- Raising our share price to more attractive levels: A higher
share price would return the Company's share price to a level that
is typical of share prices of other widely-owned corporations. The
Board of Directors also believes that the anticipated higher share
price resulting from the consolidation may meet investing
guidelines for certain institutional investors and investment funds
that are currently prevented under their investing guidelines from
investing in the Company's Common Shares at current price
levels.
- Reduction of shareholder transaction costs: The Company's
shareholders may benefit from relatively lower trading costs
associated with a higher share price. It is likely that many
investors pay commissions based on the number of common shares
traded when they buy or sell the Company's Common Shares. If the
share price were higher, investors may pay lower commissions to
trade a fixed dollar amount than they would if the Company's share
price is lower.
- Improved trading liquidity: The combination of potentially
lower transaction costs and increased interest from institutional
investors and investment funds could ultimately improve the trading
liquidity of the Company's Common Shares.
Principal Effects of the Consolidation
If approved and implemented, the Consolidation will occur
simultaneously for all of the Company's Common Shares and the
consolidation ratio will be the same for all the issued and
outstanding Common Shares. The Consolidation will affect all
shareholders uniformly and will not affect any shareholder's
percentage ownership interest in the Company, except to the extent
that the Consolidation would otherwise result in any shareholder
owning a fractional share. Any fraction resulting from the
Consolidation of a shareholder's Common Shares will be rounded down
or up depending on the fraction obtained as a result of the
Consolidation. In addition, the Consolidation will not affect any
shareholder's proportionate voting rights (subject to the treatment
of fractional shares). Each Common Share outstanding after the
consolidation will be entitled to one vote and will be fully paid
and non-assessable. The principal effects of the consolidation will
be that:
- the number of Common Shares of the Company issued and
outstanding will be reduced from 103,404,344 Common Shares as at
the date of the management proxy circular to 10,340,434 Common
Shares;
- the exercise price and/or the number of Common Shares of the
Company issuable under any of the Company's outstanding convertible
securities, purchase warrants, stock options and any other similar
securities will be proportionately adjusted upon the Consolidation;
and
- the number of Common Shares reserved for issuance under the
Company's current stock option plan will be reduced proportionately
upon the Consolidation.
Change of Name
The Company also intends to seek shareholders' approval to
change its name for Key Gold Holding Inc. in conjunction with the
Consolidation.
For further information on the proposed shares Consolidation and
change of name, you may refer to the management proxy circular
dated January 14, 2010 to be available on SEDAR on
www.sedar.com.
About C2C
C2C is a junior mining exploration company listed on the TSX
Venture Exchange with concentration in the gold industry.
Forward looking Statement:
This document contains certain forward looking statements which
involve known and unknown risks, delays, and uncertainties not
under the Company's control which may cause actual results,
performance or achievements of the Company to be materially
different from the results, performance or expectation implied by
these forward looking statements.
Shares outstanding: 103 404 344
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.
Contacts: C2C Gold Corporation Inc. Robert Seguin President and
Chief Operating Officer 418-781-0272
Robert.seguin@c2cgoldcorporation.com C2C Gold Corporation Inc.
Jean-Francois Lemay Corporate Development & Investor Relations
514-214-8388 www.c2cgoldcorporation.com
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