Vancouver, British Columbia, March 1, 2017 - 88 Capital Corp. (TSX.V: EEC) (the "Company") is pleased to announce it has retained First Republic Capital Corporation (the “Agent”) to act as agent in connection with a best efforts brokered private placement to raise gross proceeds of $3,000,000 (the “Offering”). Pursuant to the Offering, the Company intends to issue: (a) 8,000,000 units (the “Units” or individually a “Unit”), at a price of $0.125 per Unit for total gross proceeds of $1,000,000; and (b) 13,333,333 flow-through shares (“FT Shares”), at a price of $0.15 per FT Share for total gross proceeds of $2,000,000.
Each Unit will consist of one common share and one-half of one common share purchase warrant (“Warrant”), with each Warrant being exercisable to acquire one common share of the company at a price of $0.25 for a period of 36 months following the closing date of the Offering.
In connection with the Offering, the Agent will be entitled to a corporate finance fee in an amount equal to 2% of Units and FT Shares sold and a sales commission of 7% of the aggregate gross proceeds of the Units and FT Shares sold, excluding those funds raised by the Company from parties properly listed in the President’s List (as defined below). Additionally, the Company will issue to the Agent corporate finance options (“Compensation Options”) entitling the Agent to purchase a number of common shares equal to 2% of the aggregate number of Units and FT Shares sold and selling compensation warrants entitling the Agent to purchase a number of common shares equal to 7% of the aggregate number of Units and FT Shares sold, excluding those funds raised by the Company from parties properly listed in the President’s List, at an exercise price equal to the Offering price for 36 months following the date of closing the Offering.
In addition to the corporate finance fee and the corporate finance options issuable above, the Company will pay the Agent a sales commission at a discounted rate equal to 1% of the gross proceeds of the Units and FT Shares sold to parties brought into the Offering by the Company, each party to be properly set out in the list provided by the Company to the Agent (the “President’s List”) and issue selling compensation options at a discounted rate equal to 1% of the total number of Units and FT Shares sold to parties on the President’s List.
Completion of the Offering is subject to receipt of the conditional approval of the TSX Venture Exchange of the reverse takeover transaction announced by the Company on January 31, 2017; whereby, the Company shall acquire 100% of the issued and outstanding securities of Golden Ridge Resources Ltd. (“GRR”) by means of reverse takeover in exchange for common shares of the Corporation on a one-for-one basis.
All of the securities issuable in connection with the Offering will be subject to a hold period expiring four months and one day after date of issuance.
The proceeds from the sale of flow-through units will be used for Canadian exploration expenses (within the meaning of the Income Tax Act (Canada)) and will be renounced for the current taxation year.
For further information regarding this news release contact:
Anthony Jackson, CFO
Tel: (604) 630-3838 or by email at email@example.com
Song Lee, Associate, First Republic Capital Corp.
Tel: (416) 957-6300 or by email at firstname.lastname@example.org
On behalf of the Board of Directors
88 CAPITAL CORP.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.