Manado Enters Letter Agreement with Mackie Research Capital Corporation
Vancouver, BC / TheNewswire / October 1, 2015 - Manado Gold Corp. ("Manado") (TSX-V: MDO) announces that it has entered into a letter of engagement with Mackie Research Capital Corporation (the "Agent") whereby the Agent has agreed to act as lead agent on a commercially reasonable efforts basis for the brokered private placement offering (the "Brokered Private Placement") to be completed concurrently with closing of the proposed amalgamation with RewardStream Inc. (the "Amalgamation") (see news release dated September 10, 2015). The Brokered Private placement will consist of an offering of 5,360,000 units of the resulting entity from the Amalgamation ("RewardStream Solutions") at a price of $0.28 per unit, for gross proceeds of $1,500,800. Each unit will consist of one common share and one-half of one common share purchase warrant, with each whole warrant (a "Warrant") entitling the holder to purchase an additional common share at a price of $0.40 per share for a period of two years from the date of issuance.
Manado has agreed to pay the Agent a commission equal to 7% of the gross proceeds of any units sold under the Brokered Private Placement. The Agent will also be granted non-transferable option (the "Agent's Option") to purchase up to 10% of the number of units sold under the Brokered Private Placement at an exercise price of $0.28 per Unit for a period of 24 months from the date of closing of the Brokered Private Placement. Each unit will consist of one common share of RewardStream Solutions and one non-transferable share purchase warrant (an "Agent Warrant"). The Agent's Warrants will be on the same terms as the Warrants. In addition, the Agent will also receive a customary corporate finance fee of cash and RewardStream Solutions' shares. Also, Manado has agreed to pay the expenses reasonably incurred by the Agent in connection with the Brokered Private Placement. The Agent has the option (the "Over-Allotment Option"), exercisable in whole or in part at Closing and for a period of up to 30 days following the closing date, to increase the size of the Offering by up to an additional 15% of the issued units.
All securities issued in connection with the Brokered Private Placement will be subject to a hold period expiring four months and one day from the date of issuance.
Logan Anderson
President
For further information, please contact:
Logan Anderson
Phone: (604) 685-4745
Email: manadogold@outlook.com
or
Investor Relations
Dave Ryan
Email: manadogold@outlook.com
Forward-Looking Statements Information set forth in this news release contains forward-looking statements that are based on assumptions as of the date of this news release. These statements reflect management's current estimates, beliefs, intentions and expectations. They are not guarantees of future performance. Manado cautions that all forward looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond Manado's control. Such factors include, among other things, Manado's ability to complete the private placement financing or amalgamation and risks and uncertainties relating to Manado's limited operating history. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward looking information. Except as required under applicable securities legislation, Manado undertakes no obligation to publicly update or revise forward-looking information.
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