Mr. Glenn Kasner reports
RJK EXPLORATIONS LTD. ANNOUNCES CLOSING OF PREVIOUSLY UPSIZED PRIVATE PLACEMENT FOR GROSS PROCEEDS OF $150,000
RJK Explorations Ltd. has closed its previously upsized non-brokered private placement for gross proceeds of $150,000. The offering consisted of the sale of five million units of the company at a price of three cents per unit. Each unit consists of one common share of the company and one common share purchase warrant. Each warrant entitles the holder to purchase one common share at a price of five cents for a period of five years from the date of issuance. The company intends to use 90 per cent of the gross proceeds for exploration and development activities and 10 per cent for working capital and general corporate purposes.
The offering is subject to obtaining final approval of the TSX Venture Exchange. The securities issued pursuant to the offering are subject to a four-month-and-one-day hold period in accordance with applicable Canadian securities laws and TSX-V policies.
An insider of the company purchased an aggregate of 1,666,667 units pursuant to the offering. The participation by such insider in the offering constituted a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company relied on exemptions from the formal valuation and minority approval requirements of sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such insider participation, based on a determination that the fair market value of the participation in the offering by such insider did not exceed 25 per cent of the market capitalization of the company, as determined in accordance with MI 61-101.
We seek Safe Harbor.
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