Mr. Richard Masson reports
BOREAL GOLD ANNOUNCES NON-BROKERED PRIVATE PLACEMENT
Boreal Gold Inc. is undertaking a non-brokered private placement to raise aggregate gross proceeds of up to $3-million through the sale of a combination of units at a price of 25 cents per unit and Class A shares of the company that qualify as flow-through shares (as defined in Subsection 66(15) of the Income Tax Act (Canada)) at a price of 35 cents per flow-through share.
Each unit will comprise one Class A share and one-half of one share purchase warrant. Each warrant will entitle the holder thereof to acquire one Class A share, to be issued on a non-flow-through basis, at an exercise price of 35 cents until the date that is two years following the closing date of the offering.
The proceeds from the units issued under the offering will be used for general corporate purposes. The proceeds from the flow-through shares issued under the offering will be used for the exploration and advancement of the company's North Star, Fay Lake and Melgurd Lake properties.
The securities to be issued in connection with the offering will be subject to a hold period of four months and one day from the date of issuance, in accordance with applicable Canadian securities laws. The company may pay finders' fees and/or issue finder warrants on a portion of the offering to eligible finders, subject to compliance with the policies of the Canadian Securities Exchange and applicable securities legislation.
Insiders of the company may participate in the offering. Any participation by insiders of the company in the offering will constitute a related party transaction under applicable Canadian securities laws. However, neither the fair market value of the subject matter nor the fair market value of the consideration to be paid by insiders of the company for the transaction, insofar as it involves the related party, is expected to exceed 25 per cent of the company's market capitalization, and, accordingly, the company anticipates relying on exemptions from the formal valuation and minority shareholder approval requirements applicable to related party transactions under applicable Canadian securities laws.
Northfield Capital Corp. has indicated that Northfield and Robert Cudney, the president and chief executive officer of Northfield, intend to participate in the offering and are expected to acquire up to 2.4 million units for a purchase price of up to $600,000.
Adviser
Cassels Brock & Blackwell LLP is acting as legal adviser to Boreal Gold in connection with the offering.
About Boreal Gold Inc.
Boreal Gold is a Canadian junior mineral exploration company with a specific focus on mineral properties in northwestern Manitoba and northeastern Saskatchewan, Canada. All of the issuer's properties are currently at the exploration stage. The issuer has assembled a portfolio of base metal and precious metal prospects in strategic locations in the provinces of Manitoba and Saskatchewan.
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