Evergold Amends Previously Announced $3.5 Million Private Placement Financing to Enable Participation by Existing Shareholders
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Toronto, Ontario -- August 28, 2020 -- Evergold Corp. ("Evergold" or the "Company") (TSX-V: EVER, OTC: EVGUF, FRA: 5EG) is pleased to announce, further to shareholder inquiries, that it has amended the $3.5 million non-brokered private placement financing (the “Offering”) announced on August 26, 2020, to allow for participation by existing shareholders under the “Existing Shareholder Exemption” as described below. The Company also announces a change in price of the flow-through shares (“FT Shares”) component of the Offering to $0.60 per FT Share.
“We’re happy to extend the Offering to existing shareholders using this mechanism, as it makes the financing more democratic,” said Kevin Keough, President and CEO. “We appreciate their continued support.”
The Offering is composed of hard dollar units (“HD Units”) at a price of $0.50 per Unit and flow-through shares (“FT Shares”) at a price of $0.60 per FT Share. Each HD Unit is composed of one common share in the capital of the Company (“Common Share”) and one-half of one Common Share purchase warrant (“Warrant”). Each whole Warrant entitles the holder to purchase one Common Share within 24 months from the date of issuance at a price of $0.60 per Common Share if exercised in the first 12 months and $0.70 per Common Share if exercised in the second 12 months. Each FT Share is composed of one Common Share issued on a flow-through basis within the meaning of the Income Tax Act (Canada) (the “Tax Act”).
The Offering is available to accredited investors as well as to all shareholders of record of the Company as at August 26, 2020 (the "Record Date") resident in Canada who are eligible to participate under the exemption from prospectus requirements set out in applicable instruments of Canadian Securities Administrators (the “Existing Shareholder Exemption”) and who continue be shareholders of the Company immediately prior to the closing of the Offering.
Subscribers proposing to purchase HD Units or FT Shares under the Existing Shareholder Exemption may not purchase more than $15,000 in value of securities pursuant to the exemption in any twelve month period unless such subscriber has obtained 'suitability advice' from a registered investment dealer, as such term is used in applicable instruments of Canadian Securities Administrators.
If the Offering is over-subscribed, it is possible that a shareholder's subscription may not be accepted by the Company even though it is received. Additionally, in the event of an imbalance of large subscriptions compared to smaller subscriptions management of the Company reserves the right in its discretion to reduce large subscriptions in favour of smaller shareholder subscriptions. There is no minimum amount that will be required to be raised pursuant to the Existing Shareholder Exemption portion of the Offering.
Any person who becomes a shareholder of the Company after the Record Date is not permitted to participate in the Offering using the Existing Shareholder Exemption but other exemptions may still be available to them. Shareholders who became shareholders after the Record Date should consult their professional advisors when completing their subscription form to ensure that they use the correct exemption.
Those interested in participating in the Offering should contact the Company as noted below. Information on the Company is reported in the Company’s public documents filed on SEDAR. There are no undisclosed material facts or material changes in respect of the Company.
This news release does not constitute an offer to sell or a solicitation of an offer to sell of any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Evergold Corp. has been assembled by a team with a record of recent success in British Columbia, combining four 100%-owned properties in prime geological real estate from one of BC’s best-known geologists, C.J. (Charlie) Greig, with seasoned management and a qualified board. The Company’s flagship assets consist of the 3,545 hectare Snoball property, located in the heart of BC’s famed Golden Triangle only 12 kilometres off highway 37, where the Company believes it has located the source of a large, strong gold-silver anomaly up-slope of previous work, and the 5,099 hectare Golden Lion property, located well to the east of Snoball in similar Stikine terrane rocks, at the north end of the Toodoggone region, where multiple strong gold-silver-copper targets have been outlined.
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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 news release.
Cautionary Statement Regarding Forward-Looking Information
This news release includes certain “forward-looking statements” which are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, or “plan”. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management’s expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not limited to, the Offering, the Company’s objectives, goals or future plans, statements, exploration results, potential mineralization, the estimation of mineral resources, exploration and mine development plans, timing of the commencement of operations and estimates of market conditions. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to the inability to complete the Offering on the terms as announced or at all, failure to identify mineral resources, failure to convert estimated mineral resources to reserves, the inability to complete a feasibility study which recommends a production decision, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, inability to fulfill the duty to accommodate First Nations and other indigenous peoples, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects, capital and operating costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry, and those risks set out in the Company’s public documents filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.