VANCOUVER, BRITISH COLUMBIA--(Marketwired - Sept. 22, 2016) -
NOT FOR DISSEMINATION INTO THE UNITED STATES OF AMERICA OR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
Atlantic Gold Corporation (TSX VENTURE:AGB) ("Atlantic" or the "Company") is pleased to announce the completion of a bought deal private placement financing for gross proceeds of $5,747,700 (the "Brokered Offering") through the issuance of 5,474,000 flow-through common shares of the Company at a price of $1.05 per share (the "Offering Price") led by National Bank Financial Inc. ("NBF"), and including Haywood Securities Inc. (together, the "Underwriters"). The Brokered Offering was originally announced on September 1, 2016 for gross proceeds of $4,998,000. The Underwriters subsequently exercised the Underwriter's option to raise an additional $749,700.
The Company also announces the completion of a non-brokered private placement financing for gross proceeds of $3,449,828 (the "Non-Brokered Offering", together with the Brokered Offering, the "Offerings") through the issuance of 3,285,550 flow-through common shares of the Company at the Offering Price. The Non-Brokered Offering was also originally announced on September 1, 2016 for gross proceeds of $2,999,850. The over-allotment option was subsequently exercised to raise an additional $449,978.
The proceeds from the Offerings will be used to incur "Canadian exploration expenses" as defined in the Income Tax Act (Canada) on the Company's properties in the Province of Nova Scotia (the "Qualifying Expenditures"). Specifically, the proceeds will be used in conjunction with the Company's resource definition drilling program on the Company's Cochrane Hill and Fifteen Mile Stream deposits and regional drilling program on other exploration prospects within Nova Scotia, as originally announced on September 8, 2016. The Qualifying Expenditures will be renounced to the subscribers with an effective date no later than December 31, 2016, in the aggregate amount of not less than the total amount of the gross proceeds raised from the Offerings.
In consideration for the services of the Underwriters under the Brokered Offering, the Underwriters received a cash commission equal to 5% of the gross proceeds raised under the Brokered Offering.
The securities issued by the Company in connection with the Offerings are subject to a 4-month "hold period" as prescribed by the TSX Venture Exchange and applicable securities laws.
Insiders of the Company purchased an aggregate of 3,235,550 flow-through common shares and, accordingly, the Non-Brokered Offering is a "related party transaction" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The issuance of flow through common shares to insiders is exempt from the valuation requirements and the minority approval requirements of MI 61-101 by virtue of the exemptions in sections 5.5(a) and 5.7(a) of MI 61-101, since the fair market value of the consideration for the flow through common shares issued to insiders did not exceed 25% of the Company's market capitalization.
On behalf of the Board of Directors,
Steven Dean, Chairman and Chief Executive Officer
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.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any securities in the United States. The securities 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 U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
This release contains certain "forward looking statements" and certain "forward-looking information" as defined under applicable Canadian and U.S. securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "continue", "plans" or similar terminology. Forward-looking statements and information are not historical facts, are made as of the date of this press release, and include, but are not limited to, statements regarding discussions of future plans, guidance, projections, objectives, estimates and forecasts and statements as to management's expectations with respect to, among other things, the activities contemplated in this news release. Forward-looking statements in this news release include, without limitation, statements related to the use of proceeds from the Offerings and timing for the Qualifying Expenditures being renounced to the subscribers. The forward looking statements in this news release involve numerous risks and uncertainties and actual results may vary. Important factors that may cause actual results to vary include without limitation, the timing and receipt of certain approvals, changes in commodity and power prices, changes in interest and currency exchange rates, risks inherent in exploration estimates and results, timing and success, inaccurate geological and metallurgical assumptions (including with respect to the size, grade and recoverability of mineral reserves and resources), changes in development or mining plans due to changes in logistical, technical or other factors, unanticipated operational difficulties (including failure of plant, equipment or processes to operate in accordance with specifications, cost escalation, unavailability of materials, equipment and third party contractors, delays in the receipt of government approvals, industrial disturbances or other job action, and unanticipated events related to health, safety and environmental matters), political risk, social unrest, and changes in general economic conditions or conditions in the financial markets.
In making the forward-looking statements in this press release, the Company has applied several material assumptions, including without limitation, the assumptions that: (1) market fundamentals will result in sustained gold demand and prices; (2) the receipt of any necessary approvals and consents in connection with the development of any properties; (3) the availability of financing on suitable terms for the development, construction and continued operation of any mineral properties; and (4) sustained commodity prices such that any properties put into operation remain economically viable. Information concerning mineral reserve and mineral resource estimates also may be considered forward-looking statements, as such information constitutes a prediction of what mineralization might be found to be present if and when a project is actually developed. Certain of the risks and assumptions are described in more detail in the Company's audited financial statements and MD&A for the year ended December 31, 2015 and the Company's unaudited financial statements and MD&A for the period ended June 30, 2016 on the SEDAR website at www.sedar.com. The actual results or performance by the Company could differ materially from those expressed in, or implied by, any forward-looking statements relating to those matters. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of the Company. Except as required by law, the Company is under no obligation, and expressly disclaim any obligation, to update, alter or otherwise revise any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.