88 Capital and Golden Ridge Announce Closing of $5.24 Million Brokered Financing 88 Capital Corp.
88 CAPITAL AND GOLDEN RIDGE ANNOUNCE CLOSING OF $5.24
MILLION BROKERED FINANCING
88 CAPITAL CORP.
Suite 800 - 1199 West Hastings Street
Vancouver, British Columbia
V6E 3J5
Vancouver, British Columbia, September 1, 2017 – 88 Capital Corp. (TSX.V: EEC) (the
“Company” or “ 88 Capital ”) is pleased to announce that it has completed its previously
announced brokered private placement for total gross proceeds of $ 5,245,613 (the “Offering”).
Pursuant to the terms of an agency agreement (the “Agency Agreement“) among the Company ,
Golden Ridge Resources Ltd. (“Golden Ridge”) and First Republic Capital Corporation (the
“Agent”) dated August 31, 2017, the Company issued: (a) 32,664,500 units (each a “Unit”), at a
price of $0.125 per Unit, for proceeds of $ 4,108,062; and 7,583,673 “flow-through” common
shares (each a “FT Share”), at a price of $0.15 per FT Share, for gross proceeds of $ 1,137,550.
Garfinkle Biderman LLP acted as legal advisor to the Agent.
Each Unit will consist of one common share and one-half of one common share purchase warrant
(“Warrant”), with each Warrant being exercisable to acquire one common share of the Company
at a price of $0.25 for a period of 36 months following the closing date of the Offering.
The proceeds from the sale of FT Shares will be used for Canadian Exploration Expenses (within
the meaning of the Income Tax Act (Canada) and will be renounced for the current taxation year.
In connection w ith the Offering, the Agent and members of the selling group received a cash
commission equal to 7% of the gross proceeds of the Offering, brokers warrants (“Brokers
Warrants”) exercisable to acquire that number of common shares of the Company equal to 7% of
the aggregate number of Units sold under the Offering, at an exercise price of $0.25 per Unit until
August 31, 2019, and brokers warrants (“FT Brokers Warrants”) exercisable to acquire that
number of common shares of the Company equal to 7% of the aggre gate number of FT Shares
sold under the Offering, at an exercise price of $0.25 per share until August 31, 2019. Additionally,
the Agent received a corporate finance fee representing 1% of the gross proceeds raised in the
Offering and that number of Broker s Warrants equaling 1% of the number of Units sold and FT
Brokers Warrants equaling 1% of the FT Shares sold in the Offering.
All of the securities issued in connection with the Offering are subject to a hold period expiring on
January 1, 2018.
The Offering is being closed in conjunction with the reverse takeover transaction announced by
the Company on January 31, 2017; whereby, the Company shall acquire 100% of the issued and
outstanding securities of Golden Ridge by means of reverse takeover in exchange for common
shares of the Corporation on a one-for-one basis.
The Company and Golden Ridge intend to use the proceeds of the financing for its planned 2017
exploration program on the Hank gold-silver-copper project.
About Golden Ridge
88 Capital Corp. entered into an agreement effective Jan. 25, 2017, with Golden Ridge to acquire
100 per cent of the issued and outstanding securities of Golden Ridge by means of reverse takeover
in exchange for common shares of 88 Capital on a one-for-one basis. The Company shall continue
to be a Tier 2 mining issuer upon completion of the transaction. The completion of the acquisition
is subject to the approval of the TSX Venture Exchange (the “Exchange”).
Golden Ridge is a private British Columbia compa ny, which holds an option to earn a 100 -per-
cent interest in the 1,700-hectare Hank gold-silver-copper property located in the Golden Triangle
district, approximately 140 kilometres north of Stewart, B.C. Golden Ridge may earn a 100 -per-
cent interest by performing $1.7-million of exploration work by the end of 2018; this is subject to
a certain back-in provision if a deposit equals or exceeds three million ounces of gold in the mineral
resource category. The completion of the acquisition is subject to the approval of the Exchange.
For further information regarding this news release contact:
Anthony Jackson, CFO
Tel: (604) 630-3838 or by email at [email protected]
or
Song Lee, Associate, First Republic Capital Corporation.
Tel: (416) 957-6300 or by email at [email protected]
On behalf of the Board of Directors
88 CAPITAL CORP.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies
of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.