REBgold Corporation
TSX VENTURE : RBG

REBgold Corporation

April 16, 2013 08:22 ET

REBgold Secures Funding for Business Development

TORONTO, CANADA--(Marketwired - April 16, 2013) - REBgold Corporation ("REBgold" or the "Company") (TSX VENTURE:RBG) is pleased to announce that it has received a commitment for an aggregate of approximately $1.4 million of additional funding from investment funds managed or controlled by Baker Steel Capital Managers LLP ("Baker Steel"). Baker Steel's investment will be part of a non-brokered private placement of up to $2.5 million that the Company intends to complete (the "Private Placement").

REBgold intends to use the proceeds from the Private Placement to investigate and secure additional project opportunities, to continue investing in its highly prospective Finnish projects and for working capital.

Mark Burridge, REBgold's Chairman, stated, "REBgold's ability to secure financing in excess of its immediate needs and at a significant premium to its current share price is testimony to its underlying potential. This financing will give the Company a strong competitive advantage in pursuing acquisition opportunities in the current market environment. Our investors have also indicated that they would be prepared to stand by further financing as these opportunities arise."

Terms of the Private Placement

The private placement will consist of an issuance of up to 12,500,000 common shares at a price of $0.12 per share for gross proceeds of up to $1,500,000 and up to $1,000,000 principal amount of convertible debentures.

The convertible debentures will:

  • bear interest at 8% per annum, compounded and payable upon the maturity date of April 2, 2015; and

  • be convertible into common shares by the holders at any time at a price of $0.15 per common share, subject to adjustment in certain circumstances.

Investment funds controlled by Baker Steel have committed to purchase approximately $880,000 of common shares and $510,000 principal amount of convertible debentures in the Private Placement.

Completion of the Private Placement is subject to certain conditions including completion of definitive documentation, TSXV approval and, if required under TSXV rules, shareholder approval.

The Private Placement will be completed pursuant to exemptions from prospectus requirements of applicable securities legislation. Securities issued pursuant to the Private Placement will be subject to a hold period of four months and a day from the date of issuance of the securities.

As insiders will participate in the Private Placement, any such subscriptions will be considered to be related party transactions within the meaning of TSXV Policy 5.9 which incorporates Multilateral Instrument 61-101 ("MI 61-101"). The Company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(a) of MI 61-101 in respect of such insider participation.

REBgold PROFILE

REBgold is in the process of acquiring and developing economic interests in gold assets, in particular, where it can utilize its competitive advantages, to create shareholder value. The Company's key competitive advantages include an experienced board and management team, strategic investor backing and proprietary technology. The Company is currently developing projects in Finland and evaluating several projects elsewhere.

Baker Steel Capital Managers LLP PROFILE

Baker Steel Capital Managers has extensive experience in the management of funds, investing in the natural resources, gold and precious metals sectors.

Baker Steel is the Company's largest shareholder and currently holds 3,519,167 common shares of the Company, representing approximately 17.4% of the Company's outstanding common shares. Baker Steel's investment will be part of a non-brokered private placement of up to $2.5 million that the Company intends to complete.

Forward-Looking Statements

The statements made in this press release include forward-looking statements, including statements regarding the Company's intention to carry out the Private Placement and the anticipated terms thereof, that involve a number of risks and uncertainties. These statements relate to future events or future performance and reflect management's current expectations and assumptions. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. These forward-looking statements are made as of the date hereof an, except as required by applicable law, the Company does not assume any obligation to update or revise them to reflect new events or circumstances. Actual events or results could differ materially from the Company's expectations and projections.

Shares outstanding 20,175,849

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.

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