Viper Gold Ltd.
NEX BOARD : VPR.H
TSX VENTURE : VPR.H

Viper Gold Ltd.

July 14, 2015 17:51 ET

Viper Announces Closing of Private Placement and Filing of Early Warning Report

VANCOUVER, BRITISH COLUMBIA--(Marketwired - July 14, 2015) -

NOT FOR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW

Viper Gold Ltd. ("Viper" or the "Company") (NEX:VPR.H) is pleased to announce that it has closed a non-brokered private placement of 3,250,000 units of the Company ("Units") at a price of $0.05 per Unit for aggregate gross proceeds of $162,500 (the "Private Placement"). Each Unit is comprised of one common share in the capital of the Company ("Share") and one Share purchase warrant ("Warrant"), with each Warrant entitling the holder to purchase one Share at an exercise price of $0.05 for 12 months from closing, but which are not exercisable until January 14, 2016. A portion of the subscription proceeds will be held in trust pending receipt of shareholder approval of the Private Placement to be considered by shareholders at the July 24, 2015 annual general meeting (the "AGM"). Following closing of the Private Placement, assuming receipt of shareholder approval at the AGM, Viper will have 6,577,200 Shares issued and outstanding. Completion of the Private Placement is subject to final acceptance by the NEX board of the TSX Venture Exchange (the "Exchange").

The Company intends to use proceeds of the Private Placement for working capital purposes and to investigate business opportunities in the pharmaceutical and technology sectors, areas in which the new management team has experience and expertise. The Shares and Warrants issued at closing are subject to a hold periods expiring November 15, 2015, and November 25, 2015 for those Shares and Warrants issuable upon shareholder approval of the Private Placement).

The Company has been advised that Ms. Susan Stadnyk of Vancouver, British Columbia, pursuant to purchases made under the Private Placement, has acquired 500,000 Units at a price of $0.05 per Unit for aggregate cash consideration of $25,000. Following the settlement of the trade, Ms. Stadnyk will own or exercise control or direction over an aggregate of 1,000,000 Shares and 500,000 Warrants representing 21.2% of the issued and outstanding Shares on July 14, 2015 (assuming exercise of the Warrants held by Ms. Stadnyk and receipt of shareholder approval for the Private placement). Ms. Stadnyk acquired the Units pursuant to an exemption from the prospectus requirement set forth in section 2.5 of National Instrument 45-106 Prospectus Exemptions, in that Ms. Stadnyk is a spouse of an officer of the Company.

The Shares and Warrants acquired by Ms. Stadnyk were acquired for investment purposes. Ms. Stadnyk may, in the future, increase or decrease her respective ownership of securities of the Company, directly or indirectly, from time to time depending upon the business and prospects of the Company and future market conditions.

Further Information
For further information relating to the Company or this release please visit www.sedar.com.

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 press release does not constitute an offer of the securities of the Company for sale in the United States. The securities of the Company have not been registered under the United States Securities Act of 1933, (the "1933 Act") as amended, and may not be offered or sold within the United States absent registration or an exemption from registration under the 1933 Act. 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.

A portion of this news release is being issued as required by National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. An early warning report with respect to the purchase by Ms. Stadnyk will be filed on SEDAR and will be available for review at www.sedar.com under Viper's profile. A copy of the early warning report can be obtained from the contact above.

Cautionary and Forward-Looking Statements

This news release contains forwardlooking statements and forwardlooking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forwardlooking statements or information. More particularly and without limitation, this news release contains forwardlooking statements and information relating to the shareholder approval of the Private Placement, the use of the net proceeds as well as the Company's corporate strategy. The forwardlooking statements and information are based on certain key expectations and assumptions made by management of the Company, including, without limitation, the Company's ability to obtain the necessary approvals to access the subscription proceeds held in trust and implement its business strategy. Although management of the Company believes that the expectations and assumptions on which such forward looking statements and information are based are reasonable, undue reliance should not be placed on the forwardlooking statements and information since no assurance can be given that they will prove to be correct.

Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forwardlooking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the Company's ability to identify and complete suitable acquisitions to further the Company's growth as well as risks associated with the Company's ability to obtain shareholder approval for the private placement, the pharmaceutical and technology sectors in general such as operational risks in development, research and regulatory delays or changes in plans with respect to research projects or capital expenditures; the uncertainty of the market; the uncertainty of estimates and projections relating to costs and expenses; health, safety and environmental risks; commodity price and exchange rate fluctuations; marketing and commercialization; loss of markets; competition; incorrect assessment of the value of any technologies acquired and failure to realize the anticipated benefits of such acquisitions; ability to access sufficient capital from internal and external sources; failure to obtain required regulatory and other approvals and changes in legislation, including but not limited to tax laws, and government regulations. Accordingly, readers should not place undue reliance on the forwardlooking statements, timelines and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive.

The forwardlooking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forwardlooking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws or the Exchange. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.

Contact Information

  • Viper Gold Ltd.
    George Tsafalas
    Director
    604.428.0511