Banks Island Gold Ltd.
TSX VENTURE : BOZ

Banks Island Gold Ltd.

September 17, 2014 19:42 ET

Banks Island Closes Non-Brokered Private Placement Offering, Announces Shares for Debt Arrangement, AGM Results, and Appointment of New CFO

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Sept. 17, 2014) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Banks Island Gold Ltd. ("Banks Island" or the "Company") (TSX VENTURE:BOZ) is pleased to announce that the Company has closed its private placement (the "Offering") announced on September 12, 2014. An aggregate of 2,643,600 Flow-Through Units ("Flow-Through Units") were issued at a price of $0.50 per Flow Through Unit for gross proceeds of $1,321,800.

Each Flow-Through Unit consists of one flow-through common share ("Flow-Through Share") and one-half of one transferrable share purchase warrant ("Warrant"). Each whole warrant entitles the holder thereof to acquire one non-flow-through common share ("Common Share") in the capital of the Company at a price of $0.60 per Common Share for a period of twenty-four (24) months following the closing of the Offering. Warrants will NOT be listed for trading. The gross proceeds from the issue of the flow through shares (as defined in the Income Tax Act (Canada)) (the "Tax Act") included in the Flow-Through Units will be used on qualifying "flow-through mining expenditure" (as defined in the Tax Act) related to the Company's exploration projects. The Company intends to renounce Canadian Exploration Expenses (as defined in the Tax Act) with an effective date of no later than December 31, 2014.

The Company paid Secutor Capital Management Corp. a fee of $105,744 equal to 8% of the gross proceeds received by the Company from the sale of the Flow-Through Units and issued 211,488 non-transferable finder warrants ("Finder Warrants"). Each Finder Warrant entitles the holder thereof to purchase one Common share at a price of $0.70 for a period of 18 months following the closing of the offering.

The securities issued pursuant to the Offering are subject to a hold period expiring on January 18, 2015.

The Company intends to use the net proceeds of the Offering for continued exploration and development activities on its Yellow Giant Gold Property located on Banks Island in British Columbia.

The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "1933 Act"), or under any state securities laws, and may not be offered or sold, directly or indirectly, or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation to buy such securities in the United States.

Shares for Debt

The Company also announces that it has arranged to partially settle a debt owed to a particular arm's length vendor by issuing an aggregate of 635,000 common shares at a deemed price of $0.43 per common share. The amount of the indebtedness to be settled by the arrangement totals Cdn$273,050. The common shares issued in connection with the debt settlement will be subject to a hold period of four months and one day from date of issuance.

The arrangement is subject to approval of the TSX Venture Exchange.

Results of AGM

The Company also announces the results of the Company's Annual General meeting of Shareholders (the "Meeting") held in Vancouver, British Columbia on September 17, 2014. The shareholders approved all motions put forth at the Meeting including the re-appointment of Wolrige Mahon LLP, Chartered Accountants, as the Company's independent auditors and the confirmation of the Company's Stock Option Plan. As well, the shareholders re-elected Benjamin Mossman, Saurabh Handa, Wolf Nickel, Fred Sveinson, and Jason Nickel to the Company's Board of Directors.

In addition, Mr. Craig Kalnin was appointed as Interim Chief Financial Officer. Mr. Kalnin is a Chartered Accountant with over ten years of experience in financial reporting, controls and corporate governance. Previously he was the Corporate Accounting Manager at Western Forest Products Inc., the Corporate Financial Analyst and Internal Controls & Compliance Specialist at Interfor Corporation, both resourced-based TSX-listed issuers, and an Audit Senior at Deloitte and Touche LLP.

The Company would like to extend its appreciation to Ms. Sharon Muzzin for her excellent performance and dedication as CFO over the past two years and wishes her success in her future endeavors.

The Company is a mining company focused on gold production, exploration, and development of economically viable mineral resources. The Company's mineral property is located in British Columbia. For more information, please refer to the Company's website at www.banksislandgold.com.

ON BEHALF OF THE BOARD OF DIRECTORS

Benjamin W. Mossman, P.Eng

President, Director, & Chief Executive Officer

The TSX Venture Exchange has not reviewed and does not accept responsibility for the accuracy or adequacy of this release. Neither the TSX Venture Exchange nor its Regulation Service 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 press release contains forward-looking statements. All statements, other than statements of historical fact, constitute "forward-looking statements" and include any information that addresses activities, events or developments that the Company believes, expects or anticipates will or may occur in the future including the Company's strategy, plans or future financial or operating performance and other statements that express management's expectations or estimates of future performance.

Forward-looking statements are generally identifiable by the use of the words "may", "will", "should", "continue", "expect", "anticipate", "estimate", "believe", "intend", "plan" or "project" or the negative of these words or other variations on these words or comparable terminology. These statements, however, are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed, implied by or projected in the forward-looking information or statements. Important factors that could cause actual results to differ from these forward-looking statements include but are not limited to: risks related to the exploration and potential development of the Company's project, the actual results of current exploration activities, conclusions of economic evaluations, changes in project parameters as plans continue to be refined, future prices of gold, as well as those factors discussed in the sections relating to risk factors of the Company prospectus dated September 30, 2011 filed on SEDAR.

There can be no assurance that any forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader should not place any undue reliance on forward-looking information or statements. Except as required by law, the Company does not intend to revise or update these forward-looking statements after the date of this document or to revise them to reflect the occurrence of future unanticipated events.

Contact Information

  • Banks Island Gold Ltd.
    Benjamin W. Mossman
    President, Director, & Chief Executive Officer
    604-245-0066
    www.banksislandgold.com