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or Name
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Wellgreen Platinum Ltd
Symbol WG
Shares Issued 125,428,061
Close 2016-03-09 C$ 0.255
Market Cap C$ 31,984,156
Recent Sedar Documents

Wellgreen to raise $12.1-million in private placement

2016-03-10 09:20 ET - News Release

Mr. John Sagman reports

WELLGREEN PLATINUM ANNOUNCES $10 MILLION EQUITY INVESTMENT BY ELECTRUM STRATEGIC OPPORTUNITIES FUND L.P.

Wellgreen Platinum Ltd. intends to issue up to 60.5 million units in two separate tranches, at a price of 20 cents per unit, by way of a non-brokered private placement for total gross proceeds of up to $12.1-million. The units comprise one common share in the capital of the company and one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one common share of Wellgreen Platinum at a price of 27 cents for a period of five years following the closing of the first tranche financing (as defined below) or the second tranche financing (as defined below), as applicable.

In connection with the private placement, the company has entered into an agreement to issue a total of 50 million units to Electrum Strategic Opportunities Fund LP in two tranches. The closing of each tranche is subject to the fulfilment or waiver of certain terms and conditions. Upon closing of the second tranche of the private placement and assuming that a total of 60.5 million units are issued in aggregate, Electrum will own a 26.9-per-cent equity interest in the company, or a 40.6-per-cent equity interest on a partially diluted basis assuming the exercise of all warrants acquired by the subscribers of the private placement.

John Sagman, Wellgreen Platinum's interim president and chief operating officer, commented: "We are very pleased to announce this substantial equity investment by Electrum. We believe the company and its shareholders will benefit from Electrum's strong mining expertise as we continue to advance the Wellgreen platinum-group-metal-nickel project."

The company intends to issue up to 15.5 million units in the first tranche of the private placement, which is expected to close later this month. Electrum has agreed to subscribe for 14 million units as part of the first tranche financing. Assuming the first tranche financing is fully subscribed, Electrum will own a 9.9-per-cent equity interest in the company, or a 17.9-per-cent equity interest on a partially diluted basis assuming the exercise of all warrants acquired by the subscribers of the first tranche financing.

Upon completion of the first tranche financing, Electrum will have the right to designate an individual as a nominee to the company's board of directors and will hold a right to participate in any future financing of the company in order to maintain its pro rata shareholding (assuming for such purpose full exercise of any warrants held by Electrum). The pro rata right will continue until such time that Electrum no longer holds more than 5 per cent of the then-outstanding voting shares of the company.

Following the closing of the first tranche financing, the company will seek shareholder approval at a special meeting of its shareholders for the second tranche financing under which the company will issue up to 45 million units at the subscription price. Electrum has agreed to subscribe for 36 million units as part of the second tranche financing, subject to, among other things, the company obtaining shareholder approval. Details of the shareholder meeting will be provided in a future news release.

Upon completion of the second tranche financing, Electrum will have the right to designate an additional nominee to the board. This right will continue until such time that Electrum no longer holds more than 15 per cent of the then-outstanding voting shares of the company.

All securities issued in the private placement will be subject to a statutory four-month hold period. Closing of the private placement is subject to, among other things: completion of satisfactory due diligence by Electrum prior to completion of the first tranche financing; the receipt of all regulatory approvals, including approval of the Toronto Stock Exchange; and receipt of shareholder approval at the shareholder meeting (for the second tranche financing only).

The net proceeds of the private placement will be used for the development of the company's Wellgreen PGM-nickel project in the Yukon and for general corporate purposes.

We seek Safe Harbor.

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