Mr. James Boyce reports
$180,000 PRIVATE PLACEMENT FINANCING CLOSED
Goldbank Mining Corp. has closed its $180,000 private placement
comprising 3.6 million units at five cents per unit, of which $150,000 is from flow-through units. Each unit consists of
one common share and one four-year transferable warrant entitling the holder to purchase one additional
share at a price of five cents per share. The flow-through shares under the flow-through units and flow-through shares issuable upon exercise of the warrants under the flow-through units will entitle the
holder to receive the tax benefits applicable to flow-through shares in accordance with provisions of the
Income Tax Act (Canada).
The $150,000 in flow-through proceeds will be used for necessary exploration expenditures to maintain
and preserve Goldbank's claims in the Klondike gold fields, Yukon, Canada. The $30,000 in non-flow-through proceeds will be used for working capital. The terms of the financing have been accepted for
filing by the TSX Venture Exchange. The units are restricted from trading until Aug. 30, 2015.
As a result of the private placement, Anthony Beruschi has increased his control position by 2.9 million
shares, now holding 9,964,920 shares in the capital of Goldbank, representing approximately 36.01 per cent of
the issued and outstanding shares of Goldbank. If Mr. Beruschi were to exercise all of his warrants, he
would hold 19,198,253 common shares of Goldbank, representing approximately 52.02 per cent of the then total
outstanding common shares of Goldbank, assuming that no further common shares of Goldbank were
issued.
The private placement subscription by Mr. Beruschi constitutes a related-party transaction within the
meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101, protection of minority
securityholders in special transactions. Goldbank is relying on the exemptions contained
in Section 5.5(a) and Section 5.7(1)(a) as the fair market value of the participation in the private
placement by Mr. Beruschi does not exceed 25 per cent of the market capitalization of Goldbank, as
determined in accordance with MI 61-101. Goldbank's board of directors carefully reviewed and
unanimously approved the private placement subscription by Mr. Beruschi. Goldbank did not file a
material change report in respect of the related-party transaction at least 21 days before closing of the
private placement as the date of closing was not previously known.
We seek Safe Harbor.
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