Stroud Resources Ltd. Completes $2,000,000 Private Placement
August 30 2019 - 2:23PM
Stroud Resources Ltd. (TSXV-SDR) (“
Stroud” or
“
Company”) is pleased to announce that it has
closed a non-brokered private placement of gross proceeds of
$2,000,000.
The Company issued 3,909,939 units (each a
“Unit”) at $0.15 per Unit for proceeds of
$586,490.85 as of today and, upon confirmation at a shareholders
meeting to the creation of a new control person and the acceptance
by the TSX Venture Exchange (“Exchange”), an
additional 9,423,394 Units will be issued for a total of 13,333,333
Units (the “Private Placement”). Each Unit
consists of one common share of the Company (a “Common
Share”) and ⅓ common share purchase warrant (a
“Warrant”). Each whole Warrant is exercisable to
purchase one Common Share at an exercise price of $0.15 until
August 30, 2020.
Eric Sprott, through 2176423 Ontario Ltd., a
corporation which is beneficially owned by him, acquired the
3,909,939 Units pursuant to the Private Placement. Prior to the
Private Placement, Mr. Sprott did not beneficially own or control
any securities of the Company. As a result of the Private
Placement, Mr. Sprott beneficially owns and controls 3,909,939
Common Shares of the Company and 1,303,313 Warrants representing
approximately 16.6% of the issued and outstanding Common Shares of
Stroud on a non-diluted basis and approximately 21.0% on a
partially diluted basis.
The Units were acquired by Mr. Sprott, through
2176423 Ontario Ltd. for investment purposes. Mr. Sprott has a
long-term view of the investment and may acquire additional
securities of the Company including on the open market or through
private acquisitions or sell securities of the Company including on
the open market or through private dispositions in the future
depending on market conditions, reformulation of plans and/or other
relevant factors. A copy of 2176423 Ontario Ltd.’s early warning
report will appear on the Company's profile on SEDAR and may also
be obtained by calling (416) 362-7172 (200 Bay Street, Suite 2600,
Royal Bank Plaza, South Tower, Toronto, Ontario M5J 2J1).
All securities issued pursuant to the Private
Placement will be legended with a hold period of four months and
one day from the date of issuance.
The net proceeds raised through the issue of
Units will be to advance the Company’s exploration properties
located in Mexico and for general working capital purposes.
The Company paid finder’s fees in a cash
commission equal to 7% of aggregate proceeds from the sale of Units
sourced by the finder as well as finder’s warrants (the
“Finder’s Warrants”) in an amount which is equal
to 7% of the aggregate number of Units sourced by the finder
pursuant to the Private Placement. Each Finder’s Warrant is
exercisable to purchase one Common Share at an exercise price of
$0.20 until August 30, 2021.
The Company would also like to announce that it
intends to issue 3,857,605 Common Shares valued at $0.15 per Common
Share to creditors of the Company as payment of director fees,
management fees, advances and accounts payable (the “Shares
for Debt Transaction”). The Common Shares issued pursuant
to the Shares for Debt Transaction will be legended with a hold
period of four months and one day from the date of issuance. Of
which, 2,911,664 of the Shares for Debt Transaction are being
issued to settled debts of officers or directors of the Company
(the “Insider Debt Settlement”).
The Insider Debt Settlement is considered a
“related party transaction” as defined under Multilateral
Instrument 61-101 (“MI 61-101”). The Insider Debt
Settlement will be exempt from the formal valuation and minority
shareholder approval requirements of MI 61-101 as neither the fair
market value of the Common Shares to be issued to the Insider, nor
the fair market value of the services provided by them, exceeds 25%
of the Company’s market capitalization. The Insider Debt Settlement
is subject to the approval of the TSX Venture Exchange. The
securities issued will be subject to a hold period of four months
and a day.
About Stroud Resources Ltd.
Stroud Resources is a TSXV listed company focused on the
exploration and development of its Santo Domingo epithermal
silver-gold project in central Mexico.
For more information please
visit www.stroudsilver.com
ON BEHALF OF THE BOARD OF DIRECTORS OF
STROUD RESOURCES LTD.
Mirsad Jakubovic CFO and
Director416-888-8731
Neither the TSXV nor its Regulation Services
Provider (as that term is defined in the policies of the TSXV)
accepts responsibility for the adequacy or accuracy of this press
release.
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