/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
WIRE SERVICES/
Stock Symbol: SGF: TSX
SASKATOON, May 19,
2015 /CNW/ - Shore Gold Inc. ("Shore" or the
"Company") is pleased to announce that it intends to raise
up to $2,000,000 by way of a
non-brokered private placement of common shares of the Company at a
price of $0.20 per Unit (the
"Offering"). Each Unit will consist of one Common Share and one
Common Share purchase warrant (" Warrant"). Each Warrant will
entitle the holder thereof to purchase one Common Share at a price
of $0.25 for a period of 18 months
from the date of issuance.
Shore intends to use the proceeds of the Offering
to advance the Star-Orion South Diamond Project. Assuming the
$2,000,000 Offering is fully
subscribed, Shore intends to use the proceeds of the Offering for
general corporate purposes as it completes the 2015 large diameter
drilling program on the Orion South Kimberlite and advances the
Star-Orion South Diamond Project, including the re-estimate of the
Orion South Mineral Resource based on the new LDD holes and the
re-optimization of the open pit on Orion
South. Although the Company intends to use the proceeds of
the Offering as described above, the actual allocation of the
proceeds may vary from the uses set forth above, depending on
future operations or unforeseen events or opportunities. If the
Offering is not fully subscribed, the Company will apply the
proceeds of the Offering to the above uses in such priority and
such proportions as the Board of Directors of the Company
determines is in the best interests of Company.
The Offering is open to all existing shareholders
of the Company, subject to the limitations discussed herein. The
Offering will be conducted in reliance upon prospectus exemptions
which permit Shore to distribute securities to its existing
security holders as set forth in Multilateral CSA Notice 45-313
Prospectus Exempt for Distributions, Saskatchewan General
Order 45-926 and the various other corresponding blanket orders and
rules in each of the provinces and territories of Canada (the
"Existing Shareholder Exemption"), subject to the terms and
conditions therein. The aggregate acquisition cost to a subscriber
under the Existing Shareholder Exemption cannot exceed $15,000 unless that subscriber has obtained
advice from a registered investment dealer regarding the
suitability of the investment. The Company has fixed May 15, 2015 as the record date for the purpose
of determining existing shareholders of the Company who are
entitled to participate in the Offering pursuant to the Existing
Shareholder Exemption. Subscribers purchasing shares under the
Existing Shareholder Exemption will need to represent in writing
that they meet certain requirements of the Existing Shareholder
Exemption, including that on or before the record date they became
a shareholder of the Company and that they continue to be a
shareholder of the Company.
In addition to conducting the Offering pursuant
to the Existing Shareholder Exemption, the Offering will also be
conducted pursuant to other available prospectus exceptions,
including sales to accredited investors and to close personal
friends and business associates of directors and officers of the
Company. The Company intends to solicit subscriptions from
subscribers who are not currently shareholders of the Company
pursuant these exemptions. In addition, existing shareholders
who wish to exceed $15,000 limit may
also subscribe as accredited investors and close friends and
business associates. Subscribers purchasing shares under the
prospectus exemptions for accredited investors and close personal
friends and business associates of directors and officers of the
Company will need to make customary representations and warranties
in writing that they meet certain requirements of the
exemptions.
In the event that the Offering is oversubscribed,
the Company reserves the right to increase the size of the Offering
or allocate subscriptions on a pro rata basis in accordance with
holdings of existing shareholders as of the record date. In the
event that the Offering is oversubscribed and subscribers who are
not currently shareholders of the Company wish to subscribe, the
Company may increase the size of the Offering or, if it is
determined by the Board of Directors to be in the best interests of
the Company, accept subscriptions from the new subscribers and pro
rate subscriptions from existing shareholders in accordance with
their holdings as of the record date. Existing shareholders
are welcome to subscribe for such amount of the Offering as they
chose and are not limited to their proportionate share of the
Offering; subscriptions will only be subject to pro-rationing in
the event the Offering is oversubscribed.
The Company will consider subscriptions from
individuals outside of Canada;
however these individuals need to establish that the issuance to
them is exempt from prospectus and registration requirements under
applicable securities law.
The Offering is not subject to any minimum
aggregate subscription amount; however, each individual
subscription must be in the amount of $5,000 or more.
The Offering is expected to close on or about
June 12, 2015, provided that the
Offering may close in one or more tranches, but in any event no
later than July 3, 2015. The Offering
is subject to the approval of the TSX. All securities issued in
connection with the Offering will be subject to a statutory hold
period of four months plus one day from the date of Offering.
Officers and directors of the Company
(collectively, the "Insiders") may participate in the Offering for
an aggregate of up to 2,000,000 shares.
Existing shareholders or other subscribers
interested in participating in the offering should contact the
Company by e-mail at shoregold@shoregold.com or by
telephone at (306) 664-2202, for additional information.
The offer and sale of the securities offered
in the Offering has not been and will not be registered under the
US Securities Act of 1933, as amended, or any state securities
laws, and such securities may not be offered or sold in
the United States absent
registration or applicable exemption from such registration
requirements. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy securities in
the United States or in any
jurisdiction in which the offer, sale or solicitation would be
unlawful.
Shore is a Canadian based corporation engaged in
the acquisition, exploration and development of mineral properties.
Shares of the Company trade on the TSX Exchange under the trading
symbol "SGF".
Caution Regarding Forward-Looking
Statements
This news release contains forward-looking
statements as defined by certain securities laws, including the
"safe harbour" provisions of Canadian securities legislation and
the United States Private Securities Litigation Reform Act of 1995.
Forward-looking information is often, but not always, identified by
the use of words such as "anticipate", "believe", "expect", "plan",
"intend", "forecast", "target", "project", "guidance", "may",
"will", "should", "could", "estimate", "predict" or similar words
suggesting future outcomes or language suggesting an outlook. In
particular, statements regarding the use of proceeds of the
Offering, the amount of the proceeds of the Offering and the
anticipated closing date.
Forward-looking statements in this press release
include, but are not limited to statements with respect to the use
of proceeds of the Offering; the proposed LDD program; the
re-estimation of mineral resources; re-optimization of the open
pit; and Shore's objectives for the ensuing year.
These forward-looking statements are based on
Shore's current beliefs as well as assumptions made by and
information currently available to it and involve inherent risks
and uncertainties, both general and specific.
Risks exist that forward-looking statements will
not be achieved due to a number of factors including, but not
limited to, developments in world diamond markets, changes in
diamond prices, risks relating to fluctuations in the Canadian
dollar and other currencies relative to the US dollar, changes in
exploration, development or mining plans due to exploration results
and changing budget priorities of Shore or its joint venture
partners, the effects of competition in the markets in which Shore
operates, the impact of changes in the laws and regulations
regulating mining exploration, development, closure, judicial or
regulatory judgments and legal proceedings, operational and
infrastructure risks and the additional risks described in Shore's
most recently filed Annual Information Form, annual and interim
MD&A. Shore's anticipation of and success in managing the
foregoing risks could cause actual results to differ materially
from what is anticipated in such forward-looking statements.
Although management considers the assumptions
contained in forward-looking statements to be reasonable based on
information currently available to it, those assumptions may prove
to be incorrect. When making decisions with respect to Shore,
investors and others should not place undue reliance on these
statements and should carefully consider the foregoing factors and
other uncertainties and potential events. Unless required by
applicable securities law, Shore does not undertake to update any
forward-looking statement that is made herein.
SOURCE Shore Gold Inc.