Vancouver, British Columbia, September 1, 2017 - 88 Capital Corp. (TSX.V: EEC) (the “Company” or “88 Capital”) is pleased to announce that it has completed its previously announced brokered private placement for total gross proceeds of $5,245,613 (the “Offering”). Pursuant to the terms of an agency agreement (the “Agency Agreement“) among the Company, Golden Ridge Resources Ltd. (“Golden Ridge”) and First Republic Capital Corporation (the “Agent”) dated August 31, 2017, the Company issued: (a) 32,664,500 units (each a “Unit”), at a price of $0.125 per Unit, for proceeds of $4,108,062; and 7,583,673 “flow-through” common shares (each a “FT Share”), at a price of $0.15 per FT Share, for gross proceeds of $1,137,550. Garfinkle Biderman LLP acted as legal advisor to the Agent.
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.
The proceeds from the sale of FT Shares 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.
In connection with the Offering, the Agent and members of the selling group received a cash commission equal to 7% of the gross proceeds of the Offering, brokers warrants (“Brokers Warrants”) exercisable to acquire that number of common shares of the Company equal to 7% of the aggregate number of Units sold under the Offering, at an exercise price of $0.25 per Unit until August 31, 2019, and brokers warrants (“FT Brokers Warrants”) exercisable to acquire that number of common shares of the Company equal to 7% of the aggregate number of FT Shares sold under the Offering, at an exercise price of $0.25 per share until August 31, 2019. Additionally, the Agent received a corporate finance fee representing 1% of the gross proceeds raised in the Offering and that number of Brokers Warrants equaling 1% of the number of Units sold and FT Brokers Warrants equaling 1% of the FT Shares sold in the Offering.
All of the securities issued in connection with the Offering are subject to a hold period expiring on January 1, 2018.
The Offering is being closed in conjunction with 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 by means of reverse takeover in exchange for common shares of the Corporation on a one-for-one basis.
The Company and Golden Ridge intend to use the proceeds of the financing for its planned 2017 exploration program on the Hank gold-silver-copper project.
About Golden Ridge
88 Capital Corp. entered into an agreement effective Jan. 25, 2017, with Golden Ridge to acquire 100 per cent of the issued and outstanding securities of Golden Ridge by means of reverse takeover in exchange for common shares of 88 Capital on a one-for-one basis. The Company shall continue to be a Tier 2 mining issuer upon completion of the transaction. The completion of the acquisition is subject to the approval of the TSX Venture Exchange (the “Exchange”).
Golden Ridge is a private British Columbia company, which holds an option to earn a 100-per-cent interest in the 1,700-hectare Hank gold-silver-copper property located in the Golden Triangle district, approximately 140 kilometres north of Stewart, B.C. Golden Ridge may earn a 100-per-cent interest by performing $1.7-million of exploration work by the end of 2018; this is subject to a certain back-in provision if a deposit equals or exceeds three million ounces of gold in the mineral resource category. The completion of the acquisition is subject to the approval of the Exchange.
For further information regarding this news release contact:
Anthony Jackson, CFO
Tel: (604) 630-3838 or by email at firstname.lastname@example.org
Song Lee, Associate, First Republic Capital Corporation.
Tel: (416) 957-6300 or by email at email@example.com
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.