Phoenix Gold Resources Corp. Re-Prices $250,000 Unit Offering to Existing Shareholders
Toronto, March 11, 2015 - Phoenix Gold Resources Corp. (TSXV: PXA) (the "Company"), today announced that it re-priced its offering of units ("Units") to raise up to C$250,000 through an issuance at C$0.025 per Unit to existing shareholders of the Company (the "Unit Offering"). Each Unit is comprised of one common share and one-half common share purchase warrant (each whole warrant a "Warrant") of the Company. Each Warrant entitles the holder to acquire one additional common share of the Company at an exercise price of C$0.05 per share for 12 months following the date of issuance. The Company may pay brokers/finders fees of up to 8% of the gross proceeds and issue broker's warrants for up to 8% of the number of Units sold under the Unit Offering to purchasers through their respective brokers/finders, if any. The broker's warrants will have the same terms as the Warrants except that they will be non-transferable. The Company will use the net proceeds for exploration, development of the Company's Battle Mountain Project, and additional working capital. If the maximum amount is raised, approximately $150,000 will be allocated for drilling the Eldorado Gold Project (previously announced in News Release dated October 20, 2014), $50,000 for finalizing results from the drilling on the Plumas project, and $50,000 for working capital. If less than the maximum amount is raised, the use of proceeds will be allocated in priority, as determined by the Company, to maximize exploration potential.
The Unit Offering remains subject to the policies and approval of the TSX Venture Exchange and will be conducted in reliance upon certain prospectus exemptions, including the exemption allowing issuers to raise capital by distributing securities to existing shareholders (the "Existing Shareholder Exemption"). Securities issued under the Unit Offering will be subject to a four month hold period from the date of issuance.
The opportunity to purchase Units under the Unit Offering relies partly on the Existing Shareholder Exemption that is available to all shareholders of the Company, as at the record date of March 9, 2015, to a maximum subscription of $15,000 per shareholder, unless otherwise allowable under applicable securities laws.
The Unit Offering is being allocated to subscribers on a "first come, first served" basis wherein the subscribers who are first to submit a completed subscription agreement and pay the corresponding subscription proceeds will be accepted up until the maximum offering amount of $250,000 is reached. Under the maximum offering, the Company would issue 10,000,000 Units for gross proceeds of $250,000. There is no minimum offering amount. Although the Unit Offering is not being offered pro rata, all shareholders of record will be treated equally but the Company reserves the right not to accept smaller subscription amounts, such as amounts less than $1,000, to avoid disproportionate administrative expenses.
Additional details of the proposed Unit Offering are outlined in the Company's attached information sheet.
About Phoenix Gold
Phoenix Gold Resources Corp. is a Canadian exploration company with two strategically located properties in Nevada's prolific Battle Mountain district. These projects border the boundaries of a large currently producing gold/copper mine known as the Phoenix-Fortitude Gold/Copper Mine, which is owned and operated by Newmont Mining Corp.. The Company has a defined strategy to delineate resources and create value for shareholders and has an experienced management team with an excellent track record of discoveries, including the Condor Gold Project in Ecuador, in which management recently established significant new gold and copper resources for Ecuador Gold and Copper Corp. (TSX-V: EGX). The Company is currently listed on the TSX Venture Exchange under the symbol "PXA". Please also visit us at www.phoenixgoldresources.com.
For further information please contact:
Cathy Hume, CHF Investor Relations
Telephone: (416) 868-1079 ext. 231
Email: cathy@chfir.com
Donald McDowell, Vice President Corporate Development
Telephone: (775) 772 8713
Email: mcdreamer1@aol.com
Cautionary Note: Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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