GOLDEN RIDGE RESOURCES LTD. (TSX-V: GLDN) ("Golden Ridge" or the "Company") is pleased to announce it intends to complete a non-brokered private placement financing for up to $1,500,000 (the “Offering”).
The Offering proceeds will be used to continue to drill test the Heritage project with a planned 5,000m diamond drill program expected to commence in September 2020 and to carry out Phase II exploration work at its William’s project located within the boundaries of New Found Gold’s Queensway South project as further outlined below.
The Offering will consist of a combination of (i) up to 1,724,138 units of the Company issued on a flow-through basis (the “FT Units”) at a price of $0.29 per FT Unit for gross proceeds of up to $500,000; and (ii) up to 3,125,000 units of the Company issued on a charity flow-through basis (the “Charity FT Units”) at a price of $0.32 per Charity FT Unit for gross proceeds of up to $1,000,000. The FT Units and the Charity FT Units shall be collectively referred to as the “Offered Securities”.
Each FT Unit and Charity FT Unit will consist of one common share in the capital of the Company (a “Common Share”) issued on a flow-through basis under the Income Tax Act (Canada) (the “Tax Act”) and one-half of one common share purchase warrant (each whole warrant a ”Warrant”). Each Warrant will entitle the holder thereof to purchase one non-flow-through Common Share at an exercise price of $0.40 for a period of 24 months from the date of issuance.
The Company may pay finders' fees of 5% in cash and 5% finders warrants (“Finder Warrant”). Each Finder Warrant will entitle the holder to acquire one additional Common Share at a price of $0.40 per share on the same terms as the Warrants.
The Offering remains subject to the approval of the TSX Venture Exchange. The gross proceeds from the sale of the FT Units and the Charity FT Units will be used by the Company to incur eligible Canadian exploration expenses that will qualify as flow-through mining expenditures as such terms are defined in the Tax Act related to the Company's projects in Canada. All qualifying expenditures will be renounced in favour of the subscribers of the FT Units and the Charity FT Units effective Dec. 31, 2020.
All Offered Securities issued pursuant to the Offering will be subject to a statutory four month and one day hold period from the closing date under applicable securities laws.
To demonstrate continued support of the Company's growth plans, insiders of the Company, including certain directors and officers, are expected to participate in the FT Unit portion of the Offering. Such participation is considered a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The related party transaction will be exempt from minority approval, information circular and formal valuation requirements pursuant to the exemptions contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the gross securities to be issued under the Private Placement nor the consideration to be paid by the insiders will exceed 25% of the Company's market capitalization.
The FT Units and the Charity FT Units have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws
About Golden Ridge
Golden Ridge is a TSX-V listed exploration company engaged in acquiring and advancing mineral properties located in British Columbia and Newfoundland. Golden Ridge owns a 100% interest in the 1,700-hectare Hank copper-gold-silver-lead-zinc property located in the Golden Triangle district, approximately 140 kilometres north of Stewart, British Columbia and has a portfolio of exploration projects in Newfoundland.
ON BEHALF OF THE BOARD OF DIRECTORS OF
GOLDEN RIDGE RESOURCES LTD.
President and Chief Executive Officer
For more information regarding this news release, please contact:
Mike Blady, CEO and Director
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this news release, constitute "forward-looking information" as such term is used in applicable Canadian securities laws. Forward-looking information is based on plans, expectations and estimates of management at the date the information is provided and is subject to certain factors and assumptions, including: that the Company's financial condition and development plans do not change as a result of unforeseen events, that the Company obtains required regulatory approvals, that the Company continues to maintain a good relationship with the local project communities. Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate include, but are not limited to, the risk that any of the assumptions referred to prove not to be valid or reliable, which could result in delays, or cessation in planned work, that the Company's financial condition and development plans change, delays in regulatory approval, risks associated with the interpretation of data, the geology, grade and continuity of mineral deposits, the possibility that results will not be consistent with the Company's expectations, as well as the other risks and uncertainties applicable to mineral exploration and development activities and to the Company as set forth in the Company's Management’s Discussion and Analysis reports filed under the Company's profile at www.sedar.com. There can be no assurance that any forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader should not place any undue reliance on forward-looking information or statements. The Company undertakes no obligation to update forward-looking information or statements, other than as required by applicable law.
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.