Rugby Resources Ltd. Closes Oversubscribed Non-brokered Private Placement
02 Agosto 2023 - 7:53PM
Rugby
Resources Ltd.
(“Rugby” or the
“Company”) (TSX-V:
RUG) is pleased to announce that further to the
news release dated June 22 2023, it has closed an oversubscribed
non-brokered private placement and issued 23,496,667 units (the
“
Units”) of the Company at a price of $0.05 per
Unit for gross proceeds of $1,174,833.35 (the
“
Offering”).
Each Unit consists of one (1) common share and
one common share purchase warrant (a “Warrant”).
Each Warrant will entitle the holder thereof to purchase one (1)
additional common share of the Company at an exercise price of
$0.15 for a period of two (2) years from the Closing Date.
Finder’s fees in an aggregate amount of $23,400
were paid to qualified parties in connection with the Offering.
All securities issued pursuant to the Offering
are subject to a statutory hold period of four months plus a day
from issuance in accordance with applicable securities laws of
Canada. Closing of the Offering is subject to receipt of all
necessary regulatory approvals and final acceptance by the TSX
Venture Exchange.
Proceeds of the Offering will be used for exploration and
general expenses. MI 61-101 Disclosure
Certain insiders of the Company participated in
the Offering for an aggregate total of 4,700,000 Units. The
participation by such insiders is considered a “related-party
transaction” within the meaning of Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special Transactions
(“MI 61-101”). The Company has relied on exemptions from the formal
valuation and minority shareholder approval requirements of MI
61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in
respect of related party participation in the Offering as neither
the fair market value (as determined under MI 61-101) of the
subject matter of, nor the fair market value of the consideration
for, the transaction, insofar as it involved the related parties,
exceeded 25% of the Company’s market capitalization (as determined
under MI 61- 101).
Early Warning Disclosure
Rowen Company Limited (“Rowen”) a company
controlled by Bryce Roxburgh, a director and officer of the
Company, acquired 3,000,000 Units under the Offering. Prior to the
Offering, Rowen and Bryce Roxburgh held 10.72% of the Company's
issued and outstanding common shares on a non-diluted and 13.56% on
a fully diluted basis. After giving effect to the Private
Placement, Rowen and Bryce Roxburgh beneficially own and control
collectively 10.91% of the Company's issued and outstanding common
shares on a non-diluted and 14.43% on a fully diluted basis. Rowen
Company and Bryce Roxburgh acquired the Units for investment
purposes. Rowen Company and Bryce Roxburgh intend to evaluate their
investment in the
Company and to increase or decrease their
shareholdings from time to time as they may determine appropriate.
A copy of the early warning report being filed by Rowen and Bryce
Roxburgh may be obtained by contacting the Company at
604-687-2038.
For additional information you are invited to visit the Rugby
Resources Ltd. website at www.rugbyresourcesltd.com
Rob Grey, VP, Corporate
Communications Tel: 604-688-4941 Fax: 604-688-9532Toll-free:
1.855.688.4941 |
Suite 810, 789 West Pender St. Vancouver, BC Canada. V6C
1H2info@rugbyresourcesltd.com |
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
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