|Barkerville Announces C$10 Million Bought Deal Private Placement of Flow-Through Shares BGM.v |
by @marketwired on December 15, 2017
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec. 15, 2017) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Barkerville Gold Mines Ltd. ("Barkerville" or the "Corporation") (TSX VENTURE:BGM) is pleased to announce that it has entered into an agreement with Haywood Securities Inc. and Canaccord Genuity Corp. as co-lead underwriters (together, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, on a "bought deal" private placement basis, 10,000,000 common shares of the Corporation that will qualify as "flow-through shares" (within the meaning of subsection 66(15) of the Income Tax Act (Canada)) (the "Flow-Through Shares") at a price of C$1.00 per Flow-Through Share, for aggregate gross proceeds of C$10,000,000 (the "Offering").
The Corporation has granted the Underwriters an option to purchase up to an additional 1,500,000 Flow-Through Shares at a price of C$1.00 per Flow-Through Share, for additional aggregate gross proceeds of C$1,500,000 (the "Underwriters' Option"), which is exercisable in whole or in part by the Underwriters at any time prior to 48 hours prior to the closing date.
The Corporation intends to use the gross proceeds from the sale of the Flow-Through Shares for "Canadian exploration expenses" (within the meaning of the Income Tax Act (Canada)), related to the Corporation's Cariboo Gold Project in central British Columbia. The Corporation has also agreed to renounce such Canadian exploration expenses with an effective date of no later than December 31, 2017.
The closing of the Offering is expected to occur on or about December 28, 2017 and is subject to the completion of formal documentation and receipt of regulatory approvals, including the approval of the TSX Venture Exchange. The Flow-Through Shares issued in connection with the Offering will be subject to a statutory hold period in accordance with applicable securities legislation. In consideration for their services, the Corporation has agreed to pay the Underwriters a cash commission equal to 5.0% of the gross proceeds from the Offering, excluding gross proceeds received from the sale of Flow-Through Shares to Osisko Gold Royalties Ltd and Osisko Mining Inc.
Barkerville is focused on developing its extensive land package located in the historical Cariboo Mining District of central British Columbia. Barkerville's mineral tenures cover 1,950 square kilometres along a strike length of 67 kilometres which includes several past producing hard rock mines of the historic Barkerville Gold Mining Camp near the town of Wells, British Columbia. The QR Project, located approximately 110 kilometres by highway and all weather road from Wells was acquired by Barkerville in 2010 and boasts a fully permitted 900 tonne/day gold milling and tailings facility. Test mining of the Bonanza Ledge open pit was completed in March of 2015 with 91,489 tonnes of material milled producing 25,464 ounces of gold. The Corporation has completed several drilling and exploration programs over the past 20 years and has compiled this data with all historical information in order develop geologic models which are assisting management in defining new deposits in the Cariboo Gold Project. An extensive drill program is currently underway with the goal of delineating additional high grade gold mineralization.
Caution Regarding Forward Looking Statements
This news release contains "forward-looking information" within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. The information in this news release about the Offering; the use of the gross proceeds from the Offering; the jurisdictions in which the Flow-Through Shares are offered or sold; the number of Flow-Through Shares offered or sold; the gross proceeds from the Offering; the timing and ability of the Corporation to close the Offering, if at all; the timing and ability of the Corporation to satisfy the customary listing conditions of the TSX Venture Exchange, if at all; the timing and ability of the Corporation to obtain all necessary approvals; the terms of the concurrently announced private placement of units of the Corporation; and any other information herein that is not a historical fact may be "forward-looking information". Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information. This forward-looking information is based on reasonable assumptions and estimates of management of Barkerville, at the time it was made, involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Barkerville to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information.
Such factors include, among others, risks relating to the Offering; volatility in the trading price of common shares of the Corporation; risks relating to the ability of the Corporation to obtain required approvals, complete definitive documentation and complete the Offering and concurrently announced offering of units of the Corporation on the terms announced; ability of Barkerville to complete further exploration activities, including drilling; property interests; the results of exploration activities; risks relating to mining activities; the global economic climate; metal prices; dilution; environmental risks; and community and non-governmental actions. Although the forward-looking information contained in this news release is based upon what management believes, or believed at the time, to be reasonable assumptions, Barkerville cannot assure shareholders and prospective purchasers that actual results will be consistent with such forward-looking information, as there may be other factors that cause results not to be as anticipated, estimated or intended, and neither Barkerville nor any other person assumes responsibility for the accuracy and completeness of any such forward-looking information. Barkerville does not undertake, and assumes no obligation, to update or revise any such forward-looking statements or forward-looking information contained herein to reflect new events or circumstances, except as may be required by law.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. No Stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
Barkerville Gold Mines Ltd.
President & Chief Executive Officer
155 University Avenue, Suite 1440
Toronto, Ontario, Canada