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Uragold Bay Resources Inc (2)
Symbol UBR
Shares Issued 101,865,931
Close 2015-12-23 C$ 0.03
Market Cap C$ 3,055,978
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Uragold Bay closes $419,800 private placement

2015-12-24 10:29 ET - News Release

Mr. Bernard Tourillon reports

URAGOLD ANNOUNCES CLOSING OF PRIVATE PLACEMENT

Uragold Bay Resources Inc. has completed its previously announced non-brokered private placement consisting of the issuance and sale of a total amount of 8,396,000 units at five cents per unit for gross proceeds of $419,800. The net proceeds from the private placement will be used for general corporate expenditures and exploration activities.

Each unit comprises one common share and one common share purchase warrant of the company. Each warrant will entitle the holder thereof to purchase one common share of the capital stock of the company at an exercise price of seven cents during a period of 36 months from the date of closing of the placement. Each share issued pursuant to the placement will have a mandatory four-month holding period from the date of closing of the placement. The placement is subject to standard regulatory approvals.

Bernard Tourillon, the chairman, chief executive officer and director of Uragold, through a wholly owned company, 3245004 Canada Inc., and Patrick Levasseur, the president, chief operating officer and director of Uragold, through a wholly owned company, Ice Age Gold Corp., have subscribed to 1.39 million units and 1.19 million units, respectively. Following the completion of the private placement, Mr. Tourillon and 3245004 Canada, taken together, and Mr. Levasseur and Ice Age Gold, taken together, beneficially own or exercise control or direction over, directly or indirectly, respectively, 5,338,750 common shares and 7,257,250 common shares, representing approximately 4.84 per cent and 6.58 per cent of the issued and outstanding common shares of the company.

The participation of each of Mr. Tourillon and Mr. Levasseur in the private placement constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, and Policy 5.9, Protection of Minority Securityholders in Special Transactions, of the exchange. In connection with this related party transaction, the company is relying on the formal valuation and minority approval exemptions of respectively subsections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of the portion of the private placement subscribed by Mr. Tourillon and Mr. Levasseur, individually and collectively, does not exceed 25 per cent of the company's market capitalization. The private placement, including the participation of Mr. Tourillon and Mr. Levasseur therein, has been approved by the board of directors of the company, with each of Mr. Tourillon and Mr. Levasseur abstaining with respect to their participation.

The financing provides Uragold with resources to market the company's worldwide exclusive technology grant from PyroGenesis Canada Inc. to convert the company's highly coveted high-purity quartz projects into the highest-purity, lowest-cost supplier of solar-grade silicon metal and polysilicon to the solar industry (see press release dated Sept. 30, 2015).

In connection with the placement, the company paid a cash finder's fee of $1,278 and issued 25,560 warrants to Foster & Associates Financial Services Inc. of Toronto, Ont. Each warrant, and any shares purchased through the exercise of the warrants, has the mandatory four-month holding period from the date of closing of the placement and gives the right to purchase one common share at seven cents for 36 months.

Shares-for-services program

In accordance with the agreement between Uragold and Agoracom (see Uragold press release July 18, 2014), extended by both parties for an additional year, from July 15, 2015, to July 15, 2016, under the same terms and conditions, Uragold's board has approved the issuance of 282,500 common shares at a deemed price of five cents per share for the outstanding debt of $14,125 for services rendered during the period from July 16, 2015, to Oct. 15, 2015.

We seek Safe Harbor.

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