VANCOUVER, BC–(Marketwired – March 10, 2016) –
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
SolidusGold Inc. (the “Company”) (TSX VENTURE: SDC) is pleased to announce that it has completed a non-brokered private placement for aggregate proceeds of $165,800. The Company issued 3,316,000 units at a price of $0.05 per unit. Each unit is comprised of one common share and one share purchase warrant, with each warrant exercisable for two years to purchase one additional common share at a price of $0.05 in year one and $0.06 in year two. All securities issued in connection with the private placement are subject to a four month hold period expiring July 10, 2016.
The proceeds from the private placement will be used for general working capital.
Rick Van Nieuwenhuyse, a director of the Company, purchased 1,000,000 units, and a company controlled by Ken Collison, a director and officer of the Company, purchased 1,216,000 units under the private placement. Their participation is considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”). The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any shares issued to nor the consideration paid by such persons exceeded 25% of the Company’s market capitalization.
The Company has also completed the shares for debt transaction previously announced in the Company’s December 23, 2015 news release.
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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.
The Company did not file a material change report more than 21 days before the expected closing of the private placement as the details of the private placement and the participation therein by related parties of the Company were not settled until shortly prior to closing and the Company wished to close on an expedited basis for sound business reasons.
This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction, including the United States. The securities referenced in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, a “U.S. person,” as such term is defined in Regulation S under the U.S. Securities Act, unless an exemption from such registration requirements is available.