Mr. Peter Bernier reports
PROSPER GOLD CORP. CLOSES PRIVATE PLACEMENT
Prosper Gold Corp. has closed a private placement of 3,875,000 flow-through (FT) units at a price of 12 cents per FT unit for aggregate gross proceeds to the company of $465,000.
Each unit consists of one common share of the company, which qualifies as a flow-through share for purposes of the Income Tax Act (Canada), and one-half of one common share purchase warrant. Each warrant entitles the holder to acquire one common share of the company at an exercise price of 20 cents for a period of 24 months following the closing date.
The company paid an aggregate of $6,972 in cash and issued an aggregate of 58,100 common share purchase warrants to finders in connection with closing the financing. Each broker warrant is non-transferable and is exercisable for one common share at the exercise price for a period of 24 months following the closing date.
Prosper Gold expects to use the net proceeds from the financing to finance exploration activities at the company's Cyprus project.
The financing involves related parties (as such term is defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions) and therefore constitutes a related party transaction under MI 61-101. This transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(a) of MI 61-101, as the fair market value of the securities to be distributed and the consideration to be received for the securities under the financing does not exceed 25 per cent of the company's market capitalization.
All securities issued pursuant to the financing will be subject to a four-month-and-one-day hold period in accordance with applicable securities laws.
The company also announces that it has granted 500,000 stock options to each of Jim Miller-Tait, Jason Hynes and Wes Carson, exercisable at a price of 15 cents per share for a period of five years and vesting equally every six months over a two-year period. The options have been granted in accordance with the policies of the TSX Venture Exchange and the conditions of the company's stock option plan.
We seek Safe Harbor.
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