Banyan Announces Private Placement of up to $14.3 million
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Banyan Announces Private Placement of up to $14.3 million
Not for distribution to United States newswire services or for dissemination in the
United States
Vancouver, BC – June 12, 2024 – Banyan Gold Corp. (TSX -V: BYN, OTCQB:
BYAGF) (the “Company”) announces today that it has entered into an agreement with Cormark
Securities Inc., on behalf of itself and on behalf of a syndicate to be agreed (collectively, the
“Agents”), pursuant to which Cormark has agreed to act as lead agent for and on behalf of
Banyan Gold Corp. (the “Company”) to sell, on a “best efforts” private placement basis: (i) up to
23,150,000 common shares (the “LIFE FT Shares”), which will qualify as “flow -through shares”
(within the meaning of subsection 66(15) of the Tax Act (as defined below), at a price of $ 0.38
per LIFE FT Share, for gross proceeds of up to $8,797,000; (ii) up to 14,720,000 common shares
(the “FT Shares”), which will qualify as “flow -through shares” (within the meaning of subsection
66(15) of the Tax Act), at a price of $0.34 per FT Share, for gross proceeds of up to $5,004,800
and (iii) up to 1,850,000 common shares (the “HD Shares”) at a price of $0.27 per HD Share for
gross proceeds of $499,500 for aggregate gross proceeds to the Company of up to $14,301,300
(the “Offering”).
The Company will use the gross proceeds raised pursuant to the issuance of LIFE FT Shares and
FT Shares to incur (or be deemed to incur) eligible “Canadian exploration expenses” that qualify
as “flow-through mining expenditures” (as both terms are defined in the Income Tax Act (Canada)
(the “Tax Act”) related to the Company’s projects in the Yukon (the “Qualifying Expenditures”),
on or before December 31, 2025, and to renounce all the Qualifying Expenditures in favour of the
subscribers of the LIFE FT Shares and FT Shares effective December 31, 2024. The net
proceeds raised pursuant to the issuance of the HD Shares will be used for general and
administrative expenses.
The Offering is expected to close on or about June 20, 2024, or such other date as the Company
and the Agents may agree and is subject to certain conditions including, but not limited to, the
receipt of all necessary regulatory and other approvals including the conditional approval of the
TSX Venture Exchange.
Subject to compliance with applicable regulatory requirements and in accordance with National
Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), the LIFE FT Shares will be offered for
sale pursuant to the listed issuer financing exemption under Part 5A of NI 45 -106 (the “ Listed
Issuer Financing Exemption ”). The LIFE FT Shares issued to Canadian resident subscribers
will not be subject to a hold period pursuant to applicable Canadian securities laws. The FT
Shares and HD Shares will be issued pursuant to other applicable private placement exemptions
and will be subject to a hold period expiring 4 months and one day following the closing of the
Offering.
There is an offering document related to the Offering and the use by the Company of the Listed
Issuer Financing Exemption that can be accessed under the Company’s profile on SEDAR+
at www.sedarplus.ca. Prospective investors should read this offering document before making an
investment decision.
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This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall
there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful, including any of the securities in the United States of America. The securities
have not been and will not be registered under the United States Securities Act of 1933 , as
amended (the “1933 Act”) or any state securities laws and may not be offered or sold within the
United States or to, or for account or benefit of, U.S. persons unless registered under the 1933
Act and applicable state securities laws, or an exemption from such registration requirements is
available. “United States” and “U.S. person” have the meaning ascribed to them in Regulation S
under the 1933 Act.
For further information, please contact:
Tara Christie • 778 928 0556 • [email protected]
Jasmine Sangria • 604 312 5610 • [email protected]
Neither the TSX Venture Exchange, its Regulation Services Provider (as that term is
defined in policies of the TSX Venture Exchange) nor OTCQB Venture Market accepts
responsibility for the adequacy or accuracy of this release.
Disclaimer for Forward-Looking Information
This news release includes certain forward-looking statements concerning the use of proceeds of the Offering, the tax
treatment of the LIFE FT Shares and the FT Shares, the use of proceeds of the Offering, the timing of the Qualifying
Expenditures, the fut ure performance of our business, its operations and its financial performance and condition, as
well as management’s objectives, strategies, beliefs and intentions. Forward -looking statements are frequently
identified by such words as “may”, “will”, “plan”, “expect”, “anticipate”, “estimate”, “intend” and similar words referring to
future events and results. Forward -looking statements are based on the current opinions and expectations of
management. All forward-looking information is inherently uncertain and subject to a variety of assumptions, risks and
uncertainties, including the speculative nature of mineral exploration and development, fluctuating commodity prices,
the future tax treatment of the LIFE FT Shares and the FT Shares, competitive risks and t he availability of financing,
as described in more detail in our recent securities filings available at under the Company’s profile on SEDAR+
at www.sedarplus.ca. Actual events or results may differ materially from those projected in the forward -looking
statements and we caution against placing undue reliance thereon. We assume no obligation to revise or update these
forward-looking statements except as required by applicable law.