Mr. Julio Espaillat reports
GOLDQUEST INCREASES PROPOSED PRIVATE PLACEMENT TO UP TO C$3.5 MILLION
Goldquest Mining Corp. has increased the maximum size of its previously announced private placement from up to $3.2-million to up to $3.5-million. The increased private placement reflects a potential issuance of an additional 2,727,274 units of the company at 11 cents per unit, in addition to the up to 29,090,908 units previously announced, for a maximum issuance of up to 31,818,182 units. Each unit will consist of one common share of the company and one-half of a common share purchase warrant, each whole warrant exercisable for a period of three years following the closing of the private placement at a price of 18 cents per warrant.
The company intends to use the net proceeds of the private placement to proceed with a National Instrument 43-101-compliant prefeasibility study and for general working capital purposes. There are currently 145,955,044 common shares outstanding without giving effect to the private placement. Following completion of the private placement, assuming it is fully subscribed, the company will have a total of 177,773,226 common shares outstanding. Assuming the private placement was fully subscribed and all warrants issued pursuant to the private placement were exercised, the company would have 193,682,317 common shares outstanding.
Certain insiders of the company, including significant shareholders of Goldquest, may acquire units under the private placement. Any such participation would constitute a related-party transaction as defined under Multilateral Instrument 61-101. Such participation, however, is exempt from the valuation and minority shareholder approval requirements of MI 61-101 based on the fact that neither the fair market value of the private placement, nor the consideration paid by such persons, exceeds 25 per cent of the company's market capitalization.
The company has received commitments from two subscribers for a total of approximately 18,090,910 units for aggregate proceeds of $1.99-million. This non-brokered portion of the private placement is expected to close during the week of Oct. 19, 2015, subject to receipt of the necessary approvals, including approval of the TSX Venture Exchange. The balance of the private placement is expected to close in approximately four weeks. The company has not engaged an agent to assist in completing the private placement; however, the company has agreed to pay a fee to Asty Capital AG of Zurich, Switzerland, in connection with certain subscriptions. Patrick Michaels, a director of Goldquest, is also a director of Asty, and Bill Fisher, executive chairman and a director of Goldquest, is also a shareholder of Asty. Such fee will comprise cash payment equal to 6 per cent of the aggregate proceeds from subscriptions arranged by them plus special warrants to acquire that number of units equal to 6 per cent of the units sold to subscribers arranged by them, the exercise price for each special warrant being equal to the unit price. The payment of any fee to Asty in connection with the private placement is subject to the approval of the TSX Venture Exchange. Any securities issued pursuant to the private placement will be subject to a hold period under applicable securities laws, which will expire four months plus one day from the date of closing of the private placement.
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