/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION
IN CANADA ONLY AND IS NOT INTENDED
FOR DISTRIBUTION TO UNITED STATES
NEWSWIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES/
All monetary amounts are expressed in Canadian
Dollars, unless otherwise indicated.
VANCOUVER, BC, Aug. 21, 2020 /CNW/ - Pasofino Gold Limited.
(TSXV: VEIN) (FSE: N071) ("Pasofino" or the
"Company") is pleased to announce that it has entered into
an agreement with Stifel GMP, on its own behalf and on behalf of
syndicate of underwriters (together with Stifel GMP, the
"Underwriters"), pursuant to which the Underwriters have
agreed to purchase, on a bought deal private placement basis
33,400,000 special warrants of the Company (the "Special
Warrants") at a price of C$0.30 per Special Warrant (the "Offering
Price") for aggregate gross proceeds to the Company of
C$10,020,000 (the
"Offering").
Each Special Warrant shall be issued under a special warrant
indenture and shall entitle the holder thereof to receive, without
payment of additional consideration, one (1) unit of the Company
(each a "Unit").
Each Unit shall consist of one (1) common share of the Company
(a "Unit Share") and one-half (0.5) of one common share
purchase warrant (each whole common share purchase warrant, a
"Warrant"). Each Warrant will entitle the holder
thereof to purchase one common share of the Company (a "Warrant
Share") at a price of $0.40 for a
period of 12 months following the Closing Date (as defined
below).
The Special Warrants shall be deemed exercised on behalf of, and
without any required action on the part of, the holders (including
payment of additional consideration) on the earlier of:
(i) the second business day
following the date on which a final receipt is obtained from the
British Columbia Securities Commission, as principal regulator on
behalf of the securities regulatory authorities in each of the
Qualifying Jurisdictions (as defined herein), for a (final) short
form prospectus qualifying for distribution the Unit Shares and
Warrants underlying the Special Warrants (the "Qualification
Date"); and
(ii) 4:59 p.m. (Vancouver time) on the date which is four
months and a day following the Closing Date.
In the event the Qualification Date has not occurred on or
before the date that is three (3) months following the Closing
Date, each Special Warrant shall thereafter entitle the holder to
receive, upon the exercise or deemed exercise of each Special
Warrant, for no additional consideration, 1.1. Units.
The Company plans to use the net proceeds from the Offering to
fund exploration and development work at the Dugbe gold Project in
Liberia in connection with the
earn-in arrangement with Hummingbird Resources PLC for a 49%
interest and for working capital and general corporate
purposes.
The Special Warrants will be offered on a private placement
basis in all provinces of Canada,
except Québec (the "Qualifying Jurisdictions"). The Special
Warrants will also be offered in the
United States on a private placement basis pursuant to
available exemptions from the registration requirements of the
United States Securities Act of 1933, as amended (the "1933
Act"), and in such other jurisdictions outside of Canada and the
United States, as mutually agreed by the Company and the
Underwriters, in each case in accordance with all applicable
laws.
The Offering is scheduled to close on or about September 10, 2020 and is subject to certain
conditions including, but not limited to, the receipt of all
necessary approvals including the approval of the TSX Venture
Exchange and the securities regulatory authorities.
This press release shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of
the securities in any state in which such offer, solicitation or
sale would be unlawful. The securities being offered have not been,
nor will they be, registered under the 1933 Act and may not be
offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements of the 1933 Act, as amended, and
application state securities laws.
About Pasofino Gold Limited
Pasofino Gold Ltd. Is a Canadian-based mineral exploration
company. For further information, please visit
www.pasofinogold.com
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 press release.
Cautionary Statements Regarding Forward-Looking
Statements.
This news release contains "forward-looking statements" that
are based on expectations, estimates, projections and
interpretations as at the date of this news release.
Forward-looking statements are frequently characterized by words
such as "plan", "expect", "project", "seek", "intend", "believe",
"anticipate", "estimate", "suggest", "indicate" and other similar
words or statements that certain events or conditions "may" or
"will" occur, and include, without limitation, statements regarding
the timing and completion of the Offering, the use of proceeds of
the Offering, the expected timing for obtaining a Final Receipt and
receipt of all requisite regulatory approvals, the ability to raise
the funds to finance its ongoing business activities including the
acquisition of mineral projects and the exploration and development
of its projects. Such forward looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of the Company to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Such risks and other factors may include, but are not
limited to, the ability to successfully complete the Offering, the
ability to obtain all requisite regulatory approvals including the
approval of the TSX Venture Exchange and those of the securities
regulatory authorities in respect of a (final) short form
prospectus, the ability to apply the proceeds as intended, the
results of exploration activities; the ability of the Company to
complete further exploration activities; the ability of the Company
to complete transactions on terms announced; timing and
availability of external financing on acceptable terms and those
risk factors outlined in the Company's Management Discussion and
Analysis as filed on SEDAR. The Company does not undertake to
update any forward-looking information except in accordance with
applicable securities laws.
NOT FOR DISTRIBUTION TO UNITED
STATES NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION OR
DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR
IN PART, IN OR INTO THE UNITED
STATES.
SOURCE Pasofino Gold Limited