Bravada Gold Announces Units Offering to Existing Shareholders
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Aug 21, 2015) - Bravada Gold Corp. (the "Company" or "Bravada Gold") (TSX VENTURE:BVA)(FRANKFURT:BRT) is proposing to raise up to CDN$200,000 by way of a non-brokered private placement (the "Offering") of units of the Company ("Units"), each Unit consisting of one common share without par value in the capital of the Company (a "Share") and one common share purchase warrant (a "Warrant"), at a price of CDN$0.03 per Unit. Each Warrant will entitle the holder to purchase one Share at a price of CDN$0.05 per Share for 5 years. The Offering is subject to regulatory approval.
The Company intends to make the Offering in accordance with the provisions of BC Instrument 45-534 - Exemption from prospectus requirement for certain trades to existing security holders and in accordance with the provisions of various corresponding blanket orders and rules of other Canadian jurisdictions that have adopted the same or a similar exemption from prospectus requirement (the "Existing Security Holder Exemption").
Subject to certain limitations discussed below, the Offering is open to all existing shareholders of the Company until September 18, 2015. Any existing shareholders of the Company interested in participating in the Offering should contact the Company using the contact information set out below no later than September 4, 2015 so that subscription materials can be provided for completion and return to the Company no later than September 10, 2015.
The maximum number of Units being offered is 6,666,667 Units for maximum gross proceeds of CDN$200,000 (the "Maximum Offering"). The Offering is not subject to any minimum subscription.
The proceeds of the Offering are intended to be used immediately by the Company as follows:
- Bureau of Land Management and County fees payable with respect to the Company's mineral claims - $103,000 (equivalent to USD $78,000)
- Audit and Accounting fees payable with respect to previous and current year audits - $90,000
- General working capital - $7,000
The Shares and Warrants issued pursuant to the Offering will be subject to a hold period expiring four months and one day from the date of distribution of the Units.
The Company has set August 21, 2015 as the record date (the "Record Date") for the purpose of determining existing shareholders entitled to purchase Units pursuant to the Existing Security Holder Exemption. Subscribers purchasing Units under the Existing Security Holder Exemption will need to represent in writing that they meet certain requirements of the Existing Security Holder Exemption, including that they were, on or before the Record Date, a shareholder of the Company (and still are a shareholder of the Company). The aggregate acquisition cost to a subscriber under the Existing Security Holder Exemption cannot exceed CDN$15,000 unless that subscriber has obtained advice regarding the suitability of the investment and, if the subscriber is resident in a jurisdiction of Canada, such advice is obtained from a person that is registered as an investment dealer in the subscriber's jurisdiction. Unless the Company determines to increase the gross proceeds of the Offering and receives TSX Venture Exchange approval for such increase, if subscriptions received for the Offering exceed the Maximum Offering, the Units, up to the Maximum Offering, will be allocated pro rata amongst all subscribers that qualify under the Existing Security Holder Exemption in accordance with such subscriber's percentage holdings in the Company's issued and outstanding Shares.
President Joe Kizis commented, "We are providing existing shareholders the opportunity, under very favorable terms, to provide support to maintain and advance the Company's portfolio of properties in one of the world's best mining jurisdictions. Even in this severe market downturn, we have attracted partners to fund exploration and development efforts on five of our 15 Nevada properties, and there is strong interest from potential new partners for several of the remaining projects. The five partner-funded projects in aggregate include earn-in work expenditures of up to $6.5 million and payments to Bravada of up to $3+ million as cash and shares, with residual working interests or royalty interests retained by the Company. Bravada's Wind Mountain project hosts a significant gold and silver resource, which is generating much interest from potential funding partners."
No Registration in the United States
The securities described above have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. Person (as defined in Regulation S of the Securities Act) or person in the United States, unless an exemption from such registration requirements is available. Certain shareholders in the United States will be permitted to participate in the Offering upon verification by the Company that such shareholders are accredited investors (as defined in Regulation D of the Securities Act).
On behalf of the Board of Directors of Bravada Gold Corp.
Joseph A. Kizis, Jr., Director, President, Bravada Gold Corp.
For further information, please visit Bravada Gold Corp.'s website at bravadagold.com.
Neither 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.
This news release may contain forward-looking statements including but not limited to comments regarding the timing and content of upcoming work programs, geological interpretations, receipt of property titles, potential mineral recovery processes, etc. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements. These statements are based on a number of assumptions, including, but not limited to, assumptions regarding general economic conditions, interest rates, commodity markets, regulatory and governmental approvals for the company's projects, and the availability of financing for the company's development projects on reasonable terms. Factors that could cause actual results to differ materially from those in forward looking statements include market prices, exploitation and exploration successes, the timing and receipt of government and regulatory approvals, and continued availability of capital and financing and general economic, market or business conditions. Bravada Gold Corp. does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.
