TORONTO, Dec. 28, 2017 (GLOBE NEWSWIRE) -- Barkerville Gold Mines Ltd. (TSXV:BGM) ("Barkerville" or the "Corporation") is pleased to announce, further to its announcements on December 15, 2017, that the Corporation has completed a "bought deal" brokered private placement financing of 10,988,000 common shares of the Corporation that will qualify as "flow-through shares" (within the meaning of subsection 66(15) of the Income Tax Act (Canada)) ("Flow-Through Shares") at a price of $1.00 per Flow-Through Share for gross proceeds of $10,988,000 (which includes 988,000 Flow-Through Shares upon the partial exercise of the underwriters' option) (the "Offering").
The Offering was co-led by Haywood Securities Inc. and Canaccord Genuity Corp. (together, the "Underwriters"). In consideration for their services, the Underwriters received a cash commission equal to $289,400.
The following "insiders" of the Corporation have subscribed for Flow-Through Shares under the Offering:
| Insider | Insider Relationship | Flow-Through Shares Purchased (#) |
Subscription Amount ($) |
|
| Sean Roosen | Director of Barkerville; Director and Senior Officer of 10% Securityholder |
200,000 | $200,000 | |
| André Gaumond | Director of 10% Securityholder | 25,000 | $25,000 | |
| Totals | 225,000 | $225,000 | ||
Each subscription by an "insider" is considered to be a "related party transaction" for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") and Policy 5.9 – Protection of Minority Security Holders in Special Transactions of the TSX Venture Exchange. The Corporation is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Corporation is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on sections 5.5(a) and (b) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Corporation's market capitalization, and no securities of the Corporation are listed or quoted for trading on prescribed stock exchanges or stock markets. Additionally, the Corporation is exempt from minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(b) as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Corporation's market capitalization. The board of directors of Barkerville unanimously approved the Offering, with Sean Roosen having declared a potential conflict of interest in, and abstaining from voting on, the matters being considered.
The gross proceeds from the sale of Flow-Through Shares will be used by the Corporation to fund the exploration and development of Barkerville's Cariboo Gold Project in central British Columbia. The net proceeds from the sale of Common Shares will be used to fund the exploration and development of the Corporation's Cariboo Gold Project in central British Columbia and for general corporate purposes.
All securities issued under the Offering will be subject to a hold period expiring four months and one day from the date hereof. The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. 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.
