Avidian Gold Closes $708,000 Private Placement
1
Avidian Gold Closes $708,000 Private Placement
TORONTO, Ontario, February 26, 2019 – Avidian Gold Corp. (“Avidian” or the
“Company”) (TSX-V:AVG) is pleased to announce that, further to its news release dated January
15, 2019, it has completed a $708,000 non-brokered private placement (the “Offering”) of 708
debenture units of the Company (“Units”) with each Unit consisting of a C$1,000 principal amount
three (3) year unsecured interest-bearing convertible debenture (a “Debenture”) and five thousand
(5,000) common share purchase warrants of the Company (each a “Warrant”).
The Debentures are convertible into Common Shares at a price of $0.40 per Common Share at an
option of an investor at any time prior to maturity day of the Debenture. Each Warrant entitles the
holder to acquire one common share of the Company (a “ Common Share”) at a price of C$0.76
per Common Share for a period of 36 months from the closing of the Offering, subject to the
Company’s option to accelerate the term of the Warrants in the event that the trading price of
Common Shares on the TSX Venture Exchange equals or exceeds $1.00 for twenty consecutive
trading days by providing a 30 days’ notice to warrant holders.
The Debenture s, at the election of investors at th e time of purchase, bear an annual interest
calculated a rate of either 8% or 12% as follows: Debentures either bear an 8% annual interest
(compounded on a semi -annual basis) in annual cash payments; or the Debentures bear a 12%
annual interest rate compounded on a semi -annual basis and converted into Common Shares at
maturity, subject to the approval of such conversion by the TSX Venture Exchange (the “TSXV”),
at a conversion price that shall be the greater of $0.40 and the lowest conversion price acceptab le
to the TSXV at the time of conversion. If the TSXV acceptance of the conversion of accrued
interest into Common Shares cannot be obtained, the interest on Debentures shall be recalculated
at an annual rate of 9% and paid out in cash.
In connection with the Offering, Mr. David Anderson, the Chairman and Chief Executive Officer
of the Company has subscribed for 200 Units, Mr. Dino Titaro, Director of the Company has
subscribed for 35 Units and Mr. James Polson, Director of the Company has subscribed for 35
Units. Each of Messes Anderson, Titaro and Polson participation in the Offering constitutes a
"related party transaction" under the Multilateral Instrument 61 -101 – Protection of Mi nority
Security Holders in Special Transactions ("MI 61 -101"). The Company is relying on the
exemption from valuation and minority shareholder approval requirements pursuant to sections
5.5(a) and 5.7(a) of MI 61 -101, as the fair market value of the partic ipation in the Offering by
insiders does not exceed 25% of the market capitalization of the Company.
Securities issued pursuant to the Offering are subject to a customary four month s and a day hold
period. The Offering is subject to the final approval of the TSXV. The net proceeds from the
Offering shall be primarily used for general corporate and working capital purposes and
advancement compilation of its Alaskan properties.
Early Warning Report
In connection with the Offering, David Anderson, who immediately prior to that had beneficial
ownership and control over 5,577,251 Common Shares (or approximately 9.76% of the issued and
outstanding Common Shares on a partially diluted basis), has acquired beneficial ownership and
control over additional 1,500,000 Common Shares, assuming conversion of the Debentures and
exercise of the Warrants acquired by Mr. Anderson. As a result, following completion of the
Offering, Mr. Andersons has beneficial ownership and control over 7,077,251 Common Shares (or
approximately 12% of the issued and outstanding Common Shares on a partially diluted basis).
The Common Shares were acquired by Mr. Anderson for investment purposes. Depending on
2
market and other conditions, Mr. Anderson may from time to time in the future increase or decrease
his ownership, control or direction over the Common Shares as circumstances warrant. For the
purposes of this notice, the Mr. Andersons’s address is 18 King Street East, Suite 902, Toronto,
ON M5C 1C4. In satisfaction of the requirements of the National Instrument 62-104 - Take-Over
Bids And Issuer Bids and National Instrument 62 -103 - The Early Warning System and Related
Take-Over Bid and Insider Reporting Issues , Early Warning Report in respect of the acquisi tion
of Common Shares by David Anderson in connection with the Offering will be filed under the
Company’s SEDAR Profile at www.sedar.com.
About Avidian Gold Corp.
Avidian brings a disciplined and veteran team of project managers together with a regional scale
advanced stage gold-copper exploration portfolio in Alaska. Avidian’s Golden Zone project also
hosts a NI 43 -101 Indicated gold resource of 267,400 ounces (4,187,000 tonnes at 1.99 g/t Au)
plus an Inferred gold resource of 35,900 ounces (1,353,000 tonnes at 0.83 g/t Au). Additional
projects include Amanita which is adjacent to Kinross Gold’s Fort Knox gold mine in Alaska and
Jungo and Dome Hill in Nevada. The Stricklan d and Black Raven properties, both located in
Newfoundland, are held within Hide Tide Resources Corp, a private subsidiary company of
Avidan
Avidian is focused on and committed to the development of advanced stage mineral projects
throughout first world mining friendly jurisdictions using industry best practices combined with a
strong social license from local communities. Avidian has 57,021,683 shares issued and
outstanding. Further details on the Corporation and the individual projects , including the NI 43-
101 Technical report on the Golden Zone property, can be found on the Corporation’s website at
www.avidiangold.com.
For further information, please contact:
David Anderson, Chairman and CEO
Mobile: 403 688 8863
Email: [email protected]
Neither 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
news release.
Forward-looking information
This News Release includes certain "forward -looking statements". These statements are based on information
currently available to the Company and the Company provides no assurance that actual results will meet management's
expectations. Forward-looking statements include estimates and statements that describe the Company's future plans,
objectives or goals, including words to the effect that the Company or management expects a stated condition or result
to occur. Forward -looking statements may be identified by such terms as "believes", "anticipates", "expects",
"estimates", "may", "could", "would", "will", or "plan". Since forward -looking statements are based on a ssumptions
and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual
results relating to, among other things, results of exploration, project development, reclamation and capital costs of
the Company's mineral properties, and the Company's financial condition and prospects, could differ materially from
those currently anticipated in such statements for many reasons such as: changes in general economic conditions and
conditions in the financial marke ts; changes in demand and prices for minerals; litigation, legislative, environmental
and other judicial, regulatory, political and competitive developments; technological and operational difficulties
encountered in connection with the activities of the Co mpany; and other matters discussed in this news release. This
list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. These and other
factors should be considered carefully and readers should not place undue reliance on the Company's forward-looking
statements. The Company does not undertake to update any forward -looking statement that may be made from time
to time by the Company or on its behalf, except in accordance with applicable securities laws
This news release does not constitute an offer of securities for sale in the United States. The securities being offered
have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such
securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from
U.S. registration requirements.