Margaux Resources Announces Closing of Non-Brokered Private Placement of Flow-Through Shares and Units
TSX VENTURE: MRL
Calgary, Alberta--(Newsfile Corp. - September 17, 2018) - Margaux Resources Ltd. (TSXV:MR) (OTCQB:MARFF) ("Margaux" or the "Company") is pleased to announce that further to its press release dated August 15, 2018, the Company received final regulatory approval on September 12, 2018 and has closed its previously announced non-brokered private placement (the "Offering") by issuing 1,486,020 common shares of the Company issued on a "CEE flow-through" basis pursuant to the Income Tax Act (Canada) ("Flow-Through Shares") at a price of $0.23 per Flow-Through Share, for gross proceeds of $341,784. Finder's fees of 6% cash and 6% common share purchase warrants ("Warrants") were paid on one subscription under the Offering. The Warrants are exercisable for a price of $0.30 until August 15, 2020. The securities issued pursuant to the Offering are subject to a four-month hold period under applicable securities laws.
Insiders of the Company subscribed for 556,521 Flow-Through Shares under the Offering. As a result, the issuance of the Flow-Through Shares to such insiders is considered to be a related party transaction subject to TSX Venture Exchange rules and Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that participation in the private placement by insiders did not exceed 25% of the fair market value of the Company's market capitalization.
As previously announced, the proceeds of the Offering will be used to pursue the Company's ongoing exploration and drilling programs and for general working capital.
About Margaux Resources Ltd.
Margaux Resources Ltd. (TSXV: MRL) (OTCQB: MARFF) is a mineral acquisition and exploration Company focused on the development of gold, zinc and tungsten deposits in the Kootenay Arc, in the southeastern region of British Columbia. The Company is directed by a group of highly successful Canadian business executives and is focused on exploration of the Company's Kootenay Arc Zinc District, and Sheep Creek Gold District.
Forward Looking Statements
This press release may contain forward looking statements including those describing Margaux's future plans and the expectations of management that a stated result or condition will occur. Any statement addressing future events or conditions necessarily involves inherent risk and uncertainty. Actual results can differ materially from those anticipated by management at the time of writing due to many factors, the majority of which are beyond the control of Margaux and its management. In particular, this news release contains forward-looking statements pertaining, directly or indirectly, to the following: Margaux's exploration plans and work commitments, the use of proceeds of the Offering and economic factors, business and operations strategies. Readers are cautioned that the foregoing list of risk factors should not be construed as exhaustive. These statements speak only as of the date of this release or as of the date specified in the documents accompanying this release, as the case may be. The Company undertakes no obligation to publicly update or revise any forward-looking statements except as expressly required by applicable securities laws.
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.
Margaux Resources Ltd.
President, CEO and a Director
NOT FOR DISSEMINATION IN THE UNITED STATES