TORONTO, ONTARIO -- (Marketwired) -- 05/23/13 -- Sage Gold Inc. (TSX VENTURE: SGX) (the "Company") announces the closing of the first tranche of a previously announced Cdn $700,000 non-brokered private placement for gross proceeds of $499,270 through the sale of 3,620,396 flow-through units (the "FT Units") at $0.05 per FT Unit and 10,608,334 common shares (the "Common Shares") at $0.03 per common share. The Company has received conditional approval from the TSX Venture Exchange for this issuance and all securities are subject to a four (4) month hold period which expires on September 22, 2013.
Each FT Unit consisted of one (1) flow through common share of the Company and one half (1/2) of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles its holder to purchase one common share at a price of $0.05 for a period of 12 months following the closing date of the private placement. In connection with the private placement, the Company will pay finder's fees of approximately $2,000 and issue 56,000 compensation options.
Seven insiders participated in the private placement, thereby making the private placement a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Mr. Patrick Mars, Chairman and a director of the Company, Mr. Nigel Lees, President and Chief Executive Officer and a director of the Company, Mr. Sandy Chim, a director of the Company, Mr. Peter Bojtos, a director of the Company, Mr. Gary Robertson, a director of the Company, Mr. William Love, VP - Business Development of the Company and Waterton Global Value, L.P., a greater than 10% holder of voting securities of the Company, purchased, in the aggregate, 400,000 FT Units and 5,941,667 common shares pursuant to the private placement.
Mr. Mars purchased 200,000 FT Units and 700,000 common shares and owns or controls 2,639,500 common shares or approximately 2.3% of the total common shares issued and outstanding after the completion of the private placement. Mr. Lees purchased 100,000 FT Units and 200,000 common shares and owns or controls 4,241,726 common shares or approximately 3.7% of the total common shares issued and outstanding after the completion of the private placement. Mr. Chim purchased 500,000 common shares and owns or controls 1,970,541 common shares or approximately 1.7% of the total common shares issued and outstanding after the completion of the private placement. Mr. Bojtos purchased 200,000 common shares and owns or controls 349,001 common shares or approximately 0.3% of the Company. Mr. Robertson purchased 175,000 common shares and owns or controls 1,177,036 common shares or approximately 1.0% of the Company. Mr. Love purchased 100,000 FT and owns or controls 584,160 common shares or approximately 0.5% of the total common shares issued and outstanding after the completion of the private placement. Waterton Global Value, L.P purchased 4,166,667 common shares and owns or controls 18,500,000 common shares or approximately 16.2% of the total common shares issued and outstanding after the completion of the private placement. The private placement was unanimously approved by the directors of the Corporation, with Messrs. Mars, Lees, Robertson, Bojtos and Chim disclosing their interests and abstaining from voting with respect thereto. The private placement was exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any common shares issued to or the consideration paid by Messrs. Mars, Lees, Chim, Robertson, Bojtos, Love and Waterton Global Value, L.P. exceeded 25% of the Company's market capitalization.
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