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SGX Sage Gold Inc.

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Share Name Share Symbol Market Type
Sage Gold Inc. TSXV:SGX TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Sage Gold Inc. Announces First Closing of $250,000 Private Placement

11/07/2014 11:00pm

Marketwired Canada


Sage Gold Inc. ("Sage" or the "Company") (TSX VENTURE:SGX) is pleased to
announce that it has completed tranche one of the $250,000 private placement
financing (the "Offering") previously announced on June 11, 2014. The Offering
consisted of the sale of 3,750,000 special warrants (each, a "Special Warrant")
at $0.02 per Special Warrant (the "Issue Price"). Each Special Warrant shall be
exercisable into one unit of the Company ("Units"), with each Unit being
comprised of one common share (a "Common Share") and one Common Share purchase
warrant (a "Warrant"). Each Warrant shall be exercisable into one Common Share a
price of $0.03 per Common Share, or such other price as is acceptable to
applicable regulators after adjustment pursuant to a Consolidation (as defined
below), for a period of 24 months from the closing of the Offering. To date,
Sage has raised $75,000.


Each post-consolidated Special Warrant shall be automatically exercised for an
underlying Unit upon satisfaction of the following conditions (collectively, the
"Exercise Conditions"):




 a. the completion of a consolidation of the outstanding Common Shares of   
    the Company on an up to 100 (old) for 1 (new) basis (the                
    "Consolidation");                                                       
                                                                            
 b. receipt of approval of the TSX-V for the Offering and the Consolidation;
    and                                                                     
                                                                            
 c. receipt of all regulatory approvals required for the Offering and the   
    Consolidation.                                                          



The Company shall use reasonable efforts to satisfy the Exercise Conditions. In
the event that the Exercise Conditions are not satisfied on the date that is six
(6) months from the closing date, the Special Warrants shall be redeemed at the
Issue Price with interest at a rate of 10% per annum. In the event the Exercise
Conditions are satisfied on or before the date that is six (6) months from the
closing date of the Offering, the Special Warrants shall be deemed to be
exercised for no further consideration at 5:00 p.m. (Toronto time) on the date
that the Exercise Conditions are satisfied.


The Company intends to use the net proceeds of the Offering for working capital
purposes. All securities issued pursuant to the Offering, including any
convertible securities, will be subject to a statutory four-month and one day
hold period. The Company anticipates closing the second tranche of the Offering
in late July. It is further anticipated that finder's fees may be paid to
eligible finders in connection with the Offering. 


Six insiders of the Company participated in the Offering, thereby making the
Offering a "related party transaction" as defined under Multilateral Instrument
61-101 - Protection of Minority Security Holders in Special Transactions ("MI
61-101"). It is anticipated that Mr. Patrick Mars, Chairman and a director of
the Company, Mr. Nigel Lees, President and Chief Executive Officer and a
director of the Company, Mr. Sandy Chim, a director of the Company, Mr. Gary
Robertson, a director of the Company, Mr. Peter Freeman, a director of the
Company and Mr. William Love, VP - Business Development of the Company, will all
participate in the Offering. 


Patrick Mars purchased 500,000 Special Warrants (he currently owns or controls
2,822,833 Common Shares); Nigel Lees will purchased 600,000 Special Warrants (he
currently owns or controls 4,420,726 Common Shares); Sandy Chim purchased
500,000 Special Warrants (he currently owns or controls 1,970,541 Common
Shares); Gary Robertson purchased 375,000 Special Warrants (he currently owns or
controls 1,177,036 Common Shares); Peter Freeman purchased 250,000 Special
Warrants (he currently owns or controls 50,000 Common Shares); and Bill Love
purchased 250,000 Special Warrants (he currently owns or controls 584,160 Common
Shares). The Offering was exempt from the formal valuation and minority
shareholder approval requirements of MI 61-101 as neither the fair market value
of any Special Warrants issued to or the consideration paid by Messrs. Mars,
Lees, Chim, Robertson, Freeman and Love exceeded 25% of the Company's market
capitalization.


About Sage 

Sage is a mineral exploration and development company which has primary
interests in near-term production and exploration properties in Ontario. Its
main properties are the Clavos Gold project in Timmins and the Lynx project and
other exploration properties in the Beardmore-Geraldton Gold Camp. Technical
reports and information relating to the properties can be obtained from the
System for Electronic Document Analysis and Retrieval (SEDAR) website at
www.sedar.com and www.sagegoldinc.com.


CAUTIONARY STATEMENT: Neither the TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the TSXV) accepts responsibility for the
adequacy or accuracy of this release. No stock exchange, securities commission
or other regulatory authority has approved or disapproved the information
contained herein. This News Release includes certain "forward-looking
statements", which often, but not always, can be identified by the use of words
such as "believes", "anticipates", "expects", "estimates", "may", "could",
"would", "will", or "plan". These statements are based on information currently
available to Sage and Sage provides no assurance that actual results will meet
management's expectations. Forward-looking statements include successful
completion of the Offering, including receipt of regulatory approval,
shareholder approval of the Common Share consolidation, satisfaction of the
Exercise Condition, and estimates and statements with respect to Sage's future
plans, objectives or goals, to the effect that Sage or management expects a
stated condition or result to occur, including Sage's business, and financing
plans. Since forward-looking statements are based on assumptions and address
future events and conditions, by their very nature they involve inherent risks
and uncertainties. Actual results relating to, among other things, results of
exploration, project development, reclamation and capital costs of Sage's
mineral properties, and Sage's financial condition and prospects, could differ
materially from those currently anticipated in such statements for many reasons
such as: changes in general economic conditions and conditions in the financial
markets; changes in demand and prices for minerals; litigation, legislative,
environmental and other judicial, regulatory, political and competitive
developments; technological and operational difficulties encountered in
connection with Sage's activities; and other matters discussed in this News
Release and in filings made with securities regulators. This list is not
exhaustive of the factors that may affect any of Sage's forward-looking
statements. These and other factors should be considered carefully and readers
should not place undue reliance on Sage's forward-looking statements. Sage does
not undertake to update any forward-looking statement that may be made from time
to time by Sage or on its behalf, except in accordance with applicable
securities laws. 


FOR FURTHER INFORMATION PLEASE CONTACT: 
Sage Gold Inc.
Nigel Lees
President and C.E.O.
416-204-3170
416-260-2243 (FAX)


Sage Gold Inc.
Karen Levy
Investor Relations
416-204-3170
416-260-2243 (FAX)
www.sagegoldinc.com

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