Ely Gold Royalties Announces Closing of CDN$17,250,000 Brokered Private Placement
21 Maio 2020 - 1:43PM
Ely Gold Royalties Inc. (
TSXV:
ELY) (
OTCQX: ELYGF) ("
Ely
Gold" or the "
Company") is pleased to
announce that it has closed its previously announced brokered
private placement offering of 21,562,500 units (the
“
Units”) of the Company at a price of $0.80 per
Unit for gross proceeds of C$17,250,000 (the
“
Offering”), including the full amount of the
agents’ over-allotment option. The Offering was placed
through a syndicate of agents (the “
Syndicate”)
co-lead by Clarus Securities Inc. and Mackie Research Capital
Corporation as joint bookrunners (the “
Co-Lead
Agents”) and including PowerOne Capital Markets Limited
(collectively, the “
Agents”).
Each Unit was comprised of one common share of
the Company (the “Common Shares”) and one-half of
one Common Share purchase warrant (each whole warrant, a
“Warrant”). Each Warrant entitles the holder to
acquire one additional Common Share at an exercise price of $1.00
per share for a period of three years from closing. The Company
paid the Agents cash commissions and also issued compensation
options to the Agents entitling them to purchase an aggregate of
731,250 Common Shares at an exercise price of $0.80 for a period of
three years from closing.
At the Company’s option, the original expiry
date of the Warrants may be accelerated if the volume weighted
average price of the Common Shares is greater than or equal to
C$1.60 for a period of five consecutive trading days on the TSX
Venture Exchange or other Canadian stock exchange on which the
Common Shares are then principally traded. If the Company elects to
accelerate the expiry date of the Warrants, holders of the Warrants
will have 30 calendar days to exercise their Warrants after
receiving notice via press release from the Company.
Company insiders purchased 9,737,000 of the
Units place in the Offering, such participation constituting a
related party transaction pursuant to TSX Venture Exchange Policy
5.9 and Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions (“MI
61-101”). The Company relied on section 5.5(a) of MI
61-101 for an exemption from the formal valuation requirement, and
section 5.7(1)(a) of MI 61-101 for an exemption from the minority
shareholder approval requirement, under MI 61-101 as the fair
market value of the related party component of the transaction does
not exceed 25% of the Company’s market capitalization.
All securities issued and issuable in the
Offering will be subject to a four (4) month hold period from the
closing date of the Offering.
The Company intends to use the net proceeds
raised from the Offering principally for further exploration
purposes, future royalty acquisitions and related project
generative activities, and secondarily for general working capital
purposes.
On Behalf of the Board of DirectorsSigned “Trey
Wasser”Trey Wasser, President & CEO
For further information, please contact: |
|
Trey Wasser, President & CEO
trey@elygoldinc.com 972-803-3087 |
Joanne Jobin, Investor Relations
Officerjjobin@elygoldinc.com647 964 0292 |
FORWARD-LOOKING CAUTIONS: This press release
contains certain "forward-looking statements" within the meaning of
Canadian securities legislation, including, but not limited to,
statements regarding the use of proceeds of the Offering.
Forward-looking statements are statements that are not historical
facts; they are generally, but not always, identified by the words
"expects," "plans," "anticipates," "believes," "intends,"
"estimates," "projects," "aims," "potential," "goal," "objective,"
"prospective," and similar expressions, or that events or
conditions "will," "would," "may," "can," "could" or "should"
occur, or are those statements, which, by their nature, refer to
future events. The Company cautions that forward-looking statements
are based on the beliefs, estimates and opinions of the Company's
management on the date the statements are made and they involve a
number of risks and uncertainties. Consequently, there can be no
assurances that such statements will prove to be accurate and
actual results and future events could differ materially from those
anticipated in such statements. Except to the extent required by
applicable securities laws and the policies of the TSX Venture
Exchange, the Company undertakes no obligation to update these
forward-looking statements if management's beliefs, estimates or
opinions, or other factors, should change. Factors that could cause
future results to differ materially from those anticipated in these
forward-looking statements include changes to the operational needs
of the Company. The reader is urged to refer to the Company's
reports, publicly available through the Canadian Securities
Administrators' System for Electronic Document Analysis and
Retrieval (SEDAR) at www.sedar.com for a more complete discussion
of such risk factors and their potential effect.
This news release has been issued by the Company
in order to comply with its obligations under Canadian provincial
securities laws and does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in the United
States of America. The Company’s securities may not be offered or
sold within the United States or to U.S. Persons (as defined in the
United States Securities Act of 1933 (as amended) (the
“1933 Act”) unless registered under the 1933 Act
and applicable state securities laws, or an exemption from such
registration is available.
Neither the TSX Venture Exchange nor its Regulation
Services Provider accepts responsibility for the adequacy or
accuracy of this release.
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