88 Capital gets TSX-V conditional OK for RTO, placement
THE TSX Venture Exchange has provided its conditional acceptance of 88 Capital Corp.’s acquisition of Golden Ridge Resources Ltd. and 88 Capital’s concurrent financing previously announced on March 1, 2017.
The conditional approval was granted based on the draft filing statement that the company has submitted to the TSX-V. Further details regarding the transaction will be outlined in the filing statement, and remains subject to final review and approval of the TSX-V. Investors are cautioned that, except as disclosed in the final filing statement, any information released or received with respect to the transaction is in draft form and should not be relied upon.
Additional exemption to private placement
In addition to other available prospectus exemptions, a portion of the offering may be completed pursuant to Multilateral Notice 45-318 — prospectus exemption for certain distributions through an investment dealer (CSA 45-318), and the corresponding blanket orders and rules implementing CSA 45-318 in the participating jurisdictions in respect thereof. As at the date hereof, the investment dealer exemption is available in each of Alberta, British Columbia, Saskatchewan, Manitoba and New Brunswick. Pursuant to CSA 45-318, each subscriber relying on the investment dealer exemption must obtain advice regarding the suitability of the investment from a registered investment dealer.
As described in the prior press release, the company intends to issue up to: (a) 8 million units at a price of 12.5 cents per unit for total gross proceeds of $1-million; and (b) 13,333,333 flow-through shares at a price of 15 cents per FT share for total gross proceeds of $2-million. Each unit will consist of one common share and one-half of one common share purchase warrant, with each warrant being exercisable to acquire one co mmon share of t he company at a price of 25 cents for a period of 36 months following the closing date of the offering.
The proceeds of the offering will be used to advance exploration activities on the Hank property, general corporate purposes and future working capital. The securities issued pursuant to the offering will be subject to statutory hold periods expiring four months and one day from the date of issuance of such securities, and such other restrictions as are required by applicable securities laws. There is no material fact or material change of the company that has not been generally disclosed.
The company expects to close the offering on or about July 21, 2017.
Gregory Franklin Amor, Gerard Elston Johnston
(EEC) Shares: 8,896,988